The Spectacular Spinnerette
by Guardian of Nesh
Summary: What if Gwen Stacy had been bitten by the spider instead of Peter Parker. Find out here in the Spectacular Spinnerette, a story of Gwen's adventures in the classic era of the 1960s. Watch Gwen become the daring heroine Spinnerette and see how her exploits affect the Marvel Universe as a whole.
1. Chapter 1: Secret Origins

**The Spectacular Spinnerette**

Disclaimer: I don't own Spider-Man or any other Marvel Properties that appear in this fanfiction.

Author's Note please note that as with all fanfiction I am taking certain creative liberties. Characters may appear sooner than in canon, in a different role or not at all.

**Chapter 1: Secret Origins**

Gwendolyne "Gwen" Stacy from all outside appearances had it all. Even at the young age of fifteen she was the most popular girl at Standard High School, a true beauty, to the point of people calling her "Beauty Queen Gwen". Beauty wasn't all she had to offer though; she was also one of the top students in her class, especially in science. Not to mention being the police chief's daughter. Beauty, brains, and social standing, it really did seem like Gwen had it all, but that was an illusion.

Her life was not all sunshine and daisies, far from it. Gwen had grown up without a mother, she'd died when Gwen was very young; in truth she didn't even remember her mother. Her parents had been older than most when they'd had her and unfortunately her mother had never fully recovered from the stress of birth. So she'd been raised by her father. Well as much as a police chief could raise a daughter. Her father was approaching retirement age; maybe they'd be able to spend more time together then.

Gwen dabbed her face with a handkerchief, the August heat was beginning to get to her as she walked across campus. Summer was a horribly uncomfortable season, she could feel her make-up. What little she wore and could wear at this age, sweating off. At least classes were over for the day and now she could relax somewhat.

"Hey Gwen," She heard a voice say. Gwen turned to find her friend Harry Osborn approaching her. Like her Harry came from a very influential family, his father owning a large corporation and he too lacked a maternal figure in his life. Their fathers got along amicably enough which was good, so the two saw each other often outside of school, "Heading home?"

"Not quite yet Harry," she said, "There's a science exhibition on radioactivity at Empire State University later, would you like to come with me?"

"I'd like to Gwen, but you know my dad gets when I don't start on my homework right away." He said.

"I understand. I'll see you tomorrow." Gwen adjusted her book bag and kept walking. A subway ride later she was in the Science Hall at ESU waiting for the radioactivity experiment to start. People were giving her strange looks. Women interested in science weren't exactly all that common, especially ones as young as her. However her being the police chief's daughter gained her enough respect that no one actually did more than glance at her.

It was hot in the Science Hall. The air conditioning must've been out, so between the August heat and the room being packed full of bodies it was just sweltering in there. Gwen squirmed trying to get comfortable as he watched. Unfortunately fifteen year old girls such as herself just weren't very tall so it was hard for her to see anything.

"Here, take my spot so you can see better." A rather awkward looking boy in glasses said. Gwen nodded and the boy let her in front of him.

"Thanks uh…" Gwen blushed as she realized she couldn't properly thank the boy as she didn't know his name.

"Uh, my name's Peter, Peter Parker." He stammered. Wow, he really was an awkward kid. Gwen gave Peter the proper thanks and turned her attention back to the experiment.

No one noticed the spider cross the beams of radioactivity that were part of the experiment and no one noticed the spider land on Gwen's hand and bite her except for Gwen herself anyway. Immediately feeling sick she got up to leave, her head pounding.

"It looks like our little demonstration unnerved Ms. Stacy." One of the scientists running the exhibition said.

"This is why you shouldn't let women in the lab." His partner said. Gwen turned to give them a piece of her mind but feeling faint she lost her balance and fell backwards into that Peter Parker kid.

* * *

Gwen woke up slowly. She groaned and stirred, her head still hurt. She was on something soft, where was she? It was dark. How long was she out?

"Oh Gwen, you're up!" She knew that voice, she turned toward it and the lamp that was the only light in the room. She now recognized her surroundings: her room.

"Dad," she said groggily, "What happened?" Gwen managed to sit up a little bit causing pain to shoot through her head and a wave of nausea to hit her stomach.

"Here sip this," He handed her a glass of water, which she sipped slowly; it helped her headache a little. "You collapsed at that science exhibition at ESU. Near as I can figure, it was either dehydration or heat stroke. It was really hot there." Gwen nodded slowly.

She knew it wasn't dehydration that had caused her to collapse. She'd been bitten by a spider. She remembered it glowing. Had it been radioactive? Should she tell her father, after all it could be serious. No, that would worry him too much and he had important things to do, besides she felt fine now, except for a small headache.

"How'd I get back here?" she asked.

"I got a call down at the station and came to pick you up," her father said, "A boy stayed with you, a Pete something."

"Peter Parker." Gwen corrected.

"You know the boy?" her father asked with the classic concern any father would show when his daughter knew a boy's name.

"He let me have his spot so I could see the experiment better, that's all dad," She said, "I'd like to thank him in person for staying with me. Could you find out where he lives?" Her father looked uncomfortable at that prospect. Gwen gave him a sweet pouty look.

"I'll see what I can do," he said, "but you need to rest for now young lady." Gwen smiled him.

"Good night Dad." She said.

"Goodnight sweetheart." He said as he turned the lamp off and left the room.

* * *

As usual her father was gone when Gwen woke up. She sighed. Sometimes she resented his job as a police officer; they been much closer before his promotion to police chief, now between that and her growing load of schoolwork it was like each of them kept just missing the other. All that said she _was_ proud of her father's work and respected the need for him to do his job, even at her expense.

Gwen quickly got up and got dressed and started to make her breakfast. She'd done this so many times in her life that her body moved without her thinking as she made her eggs. Sunnyside up, in her opinion the _only_ way to eat them. Everything was going well until she tried to take a drink from the glass of orange juice she poured for herself. The glass shattered in her hand and Gwen found herself absolutely dripping, covered in sticky orange liquid.

By the time she got dressed again she had to leave for school without eating. So the day started badly. Still she managed to grab one of her dad's old pulp magazines to read on the subway. She was an especially big fan of The Spider. Still she really hoped this day would get better. When she got to school she immediately approached by Harry.

"Hey Gwen are you alright, I heard about what happened to you at that science exhibition yesterday." He said.

"Yeah I'm fine, I just got a little dehydrated is all." She lied. If she wasn't going to tell her own father she was bitten by a radioactive spider she wasn't going to tell Harry. She wasn't even sure what effects, if any that it had on her. A lot of really strange things had happened this morning.

"Alright, but if you need anything Gwen, you know where to find me." Harry said.

"Actually I was wondering if I might be able to come over to your house today. You know how quiet it gets at my house with my dad on the beat."

"Sorry Gwen but my dad's going to be at Oscorp meeting with some big client. Since he's not going to be there, having company, especially a girl would be a bad idea."

"You're right, I guess we'd better get to class." Gwen said. The rest of the day didn't go much better than her morning, with her randomly sticking to and breaking things. This all culminated in her nearly being hit by a car on her way to the subway. When she jumped out of the way she found herself on a roof and she accidentally crushed a steel pipe like paper. This was just getting weird. When she tried to get down she found herself sticking to the wall. Well at least that was useful.

Gwen looked around, it didn't seem like anyone had noticed, but that was New York for you. This made one thing clear though: that spider bite had done _something_ to her, she just needed to figure out what.

* * *

Norman Osborn was not a happy man. He knew how this meeting was going to go. The answer was not well. Despite all the money that had been sunk into this project Oscorp had little to nothing to show for it.

His client, Colonel Nick Fury was a gruff man, and Norman didn't particularly like him. He saw Fury as unkempt at best with his perpetual five o'clock shadow, eye patch and the fuming cigar hanging out of his mouth. He did like Fury's money though and he had a lot of it given that he was the head of a secret arm of the U.S. government known as S.H.I.E.L.D.

"You know you really shouldn't be smoking in a chemical plant colonel." Osborne said trying to be as polite as he could while choking on the pungent smoke.

"I'll smoke wherever I damn well please Osborn. Now you better have some good news for me. How's that little project I put you on coming?"

"Not very well, I'm afraid. As you well know Dr. Erskine never fully committed the formula for his Super Soldier serum to paper. From what we _do_ have we can tell the man was a genius. Of course just the fact that he created Captain America is enough to show us that. Without the full formula though this is just guesswork. We need more time."

"More time? You're skating on thin ice Osborn. We don't have a lot of time. Our sources say that the Soviets are gathering up superpowered beings of their own. We _need_ some way to combat them and the Super Soldier serum is the best way. Your country needs you."

"My country? That's your mistake colonel, you think I care about my country. I don't I'm helping you in your little fight with the communists for my own reasons."

"Mainly that they don't like businessmen like you and you don't want them getting in power over here and stringing you up. Look Osborn I don't like you and you don't like me. just fine with me, but I'm giving you lots of money and I can take it away. If I had another option I _would _take it away." Fury said. That made Norman smirk.

"Ah, so you really _do_ need me don't you Colonel?"

"You were the last resort Osborn and don't you forget it. Richards won't work with us, Stark's gone missing somewhere in Korea, probably dead. Not to mention that fiasco with Banner's gamma bomb… The sad fact is that you're our last hope Osborn, as much as that statement makes me sick. We sure as hell don't trust our 'friend' Von Doom in Latveria enough to ask him for help."

"Tony Stark is missing?" Well now, _that_ was interesting. His company must be trying to keep things quiet.

"That's not your concern, the Super Soldier serum is." Fury snapped.

"Yes yes, my chief scientist Doctor Otto Octavius was muttering something about a possible breakthrough. If it produces any results I'll let you know. In the meantime why don't you recruit some of those Mutants that are popping up?"

"Most of them are underage and civilians. We can't control them. We're not forcing anyone to join the military, this isn't the Soviet Union! Now get me that formula or I'm taking the money back!" Fury said storming off.

* * *

Okay Gwen, stay calm. Everything is going to be fine, you just have superpowers, nothing to worry about." Oh who was she kidding she was freaking out. How had she gotten powers? She'd been hearing things about Mutants lately. People born with powers that manifested during puberty. She was about the right age, could she be a Mutant?

If she was, maybe there was someone who could help her but that would take some research. Right now she needed to calm down. Unfortunately her father chose that moment to come home. Gwen felt a tingling on the back of her neck and was able to jump out of the way before the door hit her.

"You okay sweetie? You seem a bit jumpy." Captain Stacy said.

"Yeah you just surprised me is all."

"Ah, how was school Gwen?"

"It was fine dad."

"That's good to hear." Captain Stacy turned the TV on to the news.

"Our top story today is about yet another disturbance at the Xavier School for Gifted Youngsters in Westchester County. The recently opened school for Mutants has been a frequent target for less than peaceful protests. The school has been accused of being a training center for a Mutant revolution by people such as Senator Robert Kelly, despite Professor Charles Xavier's protests that his school is meant to guide Mutants to a peaceful place in society. A police presence has been set up around the manor to prevent any sort of confrontation."

"I'm glad I don't have to deal with that mess. With the powers those Mutants have they can be very dangerous. People are afraid, I don't know if I could keep the peace. By the way Gwen I found out where that Peter Parker kid lives, would you like to go see him tomorrow?"

"I can't dad, I have to go to the library and study for a big test tomorrow, do you think it can wait until Saturday?" That was a bit of a white lie. She _was_ going to the library tomorrow, but only to find the address for the Xavier School for Gifted Youngsters and then she was taking a bus to Westchester County.

* * *

The next day around 4:30 in the afternoon Gwen was stepping off the bus and heading toward the Xavier School for Gifted Youngsters, it looked more like an old mansion than a school. As expected the place was surrounded by police. It seemed it was time to put them to the test hopefully these guys weren't as vigilant as the NYPD.

It wasn't easy but using her new powers she was able to sneak past the police parameter. It paid to have a dad on the force. She didn't know everything but she knew a thing or two about the procedures.

"I don't know why we don't just storm this place and arrest these Mutants. They're the dangerous ones." She heard one of the police say as she passed by.

"We have our orders, at least we can still keep normal people safe by keeping them away." Another replied.

"_Great, even the police don't like these guys. What have I gotten myself into?"_ Gwen thought. Well there was only one way to find out. She rang the doorbell. The door opened to reveal a bald man in a wheelchair.

"I thought I sensed someone approaching the mansion. I am Charles Xavier, who might you be?"

"I'm Gwen Stacy, I came here because I think I might be a Mutant. Wait, sensed, does that mean you're a Mutant too?"

"Not publicly but yes, I am a Mutant. A telepath to be more precise. Please Ms. Stacy come in, my students have been made aware of your arrival and are on their way down. The inside looked as much the part of a manor as the outside did. A group of six tennagers were coming down the stair to greet her.

Most of them looked normal, but their were a few oddities. There was on with usually large hands and feet and far more striking was the one with blue fur and a tail. Gwen was starting to wonder if she was going to turn into some hideous spider monster but seeing as most of them looked normal that fear was muted.

"Everyone, I would like you to meet Ms. Gwen Stacy. Ms. Stacy, allow me to introduce my students," Xavier said. He pointed over to a red haired girl "This is Jean Grey."

"Hello Gwen." Jean said, like most of them Jean looked to be slightly older than Gwen.

"This is Scott Summers." That was a brown haired boy wearing some sort of red sunglasses, "Hank McCoy." That was the one with the large limbs. Gwen nodded to each one.

"You can call me Anna Marie." It seemed the rest of them weren't going to wait for Xavier to introduce them. The girl had brown hair with a white streak in the front and a southern accent. She also looked to be overdressed for the weather.

"I'm Kurt Wagner." said the blue furry one. the last one, who looked to be a normal brown haired girl a little younger than Gwen looked to be a discomforted as Kurt spoke with a German accent.

"I'm Kitty Pryde." She said.

"It's nice to meet all of you." Gwen said politely.

"Gwen here thinks she might be a Mutant so she's come to us, although I do have some questions Ms. Stacy? Does your family know you are here?"

"No I didn't tell my father. I wasn't sure how to tell him. I figured if I turned out to be a Mutant you could talk to him. I'm afraid, these abilities came out of nowhere, but if you can help me control them…"

"Well then, let's take you to the Danger Room and test your powers." Professor Xavier said.

"Danger Room? Don't tell me this school really _is_ training Mutants to fight," No one said anything, "You've _ got _to be kidding me."

"You have to understand Ms. Stacy, there are Mutants that are less peaceful than us and someone has to stop them." Professor Xavier said.

"How about the Fantastic Four?" Gwen snarked. The group went to the "Danger Room" which turned out to be a big stainless steel room with nothing special about it or so it seemed as the git into the room Scott left the group and went into a control room above them.

"Now Gwen, what sort of powers are you exhibiting?" Professor Xavier asked.

Enhanced strength, agility, I can stick to walls and have a danger sense"

"I see." Xavier presumably sent a telepathic message to Scott and a large number of weights and an obstacle course appeared out of thin air. Gwen gasped.

"This is amazing, the technology in this room is beyond anything I've read about." Kitty and Hank seemed to be intrigued by this.

"Might you be interested in science Gwen?" Hank asked.

"Yes, very much so, but right now I should probably show you my powers." Gwen started with the weights and it was discovered that her strength topped out at five tons. The obstacle course was a different matter with many moving parts that pushed her agility to the limit. Then her danger sense went off and she dodged just in time to see an energy beam on the wall leave a crater in the floor.

"Was that a_ laser_? Those are only theoretical!" Gwen kept dodging but eventually she just got tired of it and jumped on the wall, crawling away as she weaseled her way between the lasers' aim. Then as suddenly as everything appeared it disappeared.

She was met was applause. The gathered Mutants seemed very impressed. Kitty was the first one to run up to her.

"That was amazing Gwen! I can't wait to work alongside you!"

"Don't get ahead of yourself Kitty, we still have to talk with her father." Jean said.

"Hopefully it goes better than when you talked to _my_ parents." Kitty muttered. The rest of the group looked uncomfortable.

'We'll do better this time Kitty." Kurt put his hand on her shoulder causing her to flinch.

"You were quite impressive Gwen, none of us have been able to clear the course that quickly and you recognized the lasers for what they were. I think you would make a great asset to our team." Hank said.

"Wait I'm having second thoughts here. I didn't come here to be part of a strike force. Even if you are trying to be a force of good and peace, and let's say I believe you are. Well, my dad's a police officer, I believe in using the law to achieve your ends. I'm not sure I'm comfortable with being part of a vigilante group."

"We understand, you'll have time to think it over of course." Jean said.

"That is if I accept her, as it turns out Ms. Stacy isn't a Mutant." Professor Xavier wheeled himself back into the room. Gwen didn't even notice him leave due to the excitement with the obstacle course.

"What do you mean I'm not a Mutant?" Gwen asked.

"I have a machine called Cerebro that allows me to sense Mutant brainwaves. As it turns out you aren't a Mutant."

"I have powers though."

"And when did these powers manifest?"

"A couple of days ago when I was bitten by a radioactive spider."

"That is probably what gave you your powers, your abilities are strikingly similar to that of a spider."

"I still don't know how to control these powers, how to deal with this. Is it possible you could still help me?"

I would have to discuss this with my students. Kitty will you stay with Gwen while the rest of us talk?" Xavier and the rest of the group went one way while Kitty led Gwen back to the front room.

"Kitty will you stay with Gwen while the rest of us talk?" She mocked.

"I'm sorry I'm such an inconvenience." Gwen muttered.

"It's not you, it's just I'm the newest, and youngest member of the team and they keep treating me like a kid."

"Oh I see," Gwen said, "So why are you so uncomfortable around Kurt?"

"My parents are from Poland, they're Holocaust survivors. They spent time in Auschwitz. With Kurt it's nothing personal. It's just… he's German." Gwen nodded not sure what to say to that at first.

"I'm sure he's not a Nazi…"

"I know, it's just after all the stories it's hard to be around a German."

"And you said something about your recruitment to this school not going well?"

"Professor Xavier and Jean showed up to my house in Illinois to offer a scholarship to the school. It went well at first but when they found out it was a school for Mutants by parents backed out; our family had been persecuted enough but I was afraid, scared of my powers. So I tried to run away and come with them. My parents called the police thinking I'd been kidnapped and Professor Xavier had to wipe the memories of everyone involved back to the point before they revealed they were Mutants so I could join."

"That doesn't strike me as something heroes would do." Gwen said.

"It was a rocky start but they really have helped me with my powers and the normal schooling here is amazing." The two of them chatted for about half an hour about various things. Despite all the strangeness of the last few days and the serious matter being discussed in the other room the two girls were laughing before long and had really hit it off. Being able to talk about more normal things easied the stress that Gwen was under. Eventually Xavier came out of the other room with the rest of the students.

"We discussed it and my students can't come to a consensus about whether we should let you enroll in the school and since I can't have a dysfunctional team I'm afraid I can't help you."

"_What?"_ Gwen asked.

"While some of us think that you would make a great addition to the team others of us think that it would be wrong to accept a non-mutant." Hank said.

"You got your powers from an accident. You weren't born with it like us. A lot of us had to go through traumatic experiences because of our powers. This is a place where we can commiserate and work toward a world that accepts Mutants." Scott said.

"This isn't fair I came to you people for help!"

"We understand that but you realize that this would have the public brand you a Mutant and you'd have to deal with the same discrimination. Plus we have Hank who has a similar powerset." Jean said

"We can't force that on someone else in good conscience" Kurt said.

"But I still need help controlling my powers. People might confuse me for a Mutant anyway and I won't have a group to back me up. If something happens to me because I get mistaken for a Mutant it's on your heads. Don't you people know what it's like to be alone?"

"I'm sorry darlin', if it were up to me. I'd let you at least think about joining, but it's gotta be unanimous." Anna Marie said.

"She could be a big help to us!" Kitty protested.

"Don't bother Kitty, if they don't want me, I'm not going to stick around. You claim you want to have peace with regular people but build a school to train Mutants to fight and keep it's true purpose hidden. No wonder people are are afraid of you." Gwen began to storm off but then grabbed a piece of stationery and a pen off the table and wrote her address on it handing it to Kitty.

"What's this?" She asked.

"My mailing address, keep in touch. That way if things go south with these guys you'll have a friend you can contact." And with that Gwen left the Xavier School for Gifted Youngsters.

* * *

The next day was Saturday and Gwen and her father were going to Peter Parker's house so that Gwen could finally thank him properly. As it turned out he lived in the neighborhood of Forest Hills. The pulled up to the house and her father rang the doorbell. A man answered the door.

"Hello, can I help you?" He asked.

"I'm George Stacy, as you probably know your nephew Peter Parker attended a science exhibition on radiation at Empire State University."

"Yes I know, what's this about sir?"

"It's nothing to worry about. It's just my daughter Gwen here, collapsed at that demonstration and Peter stayed with her until I could pick her up. We're here because Gwen wanted to properly thank him for that."

"Oh, I see, please come in and you can call me Ben." The inside of the house was nice enough, though it was clear the Parkers didn't live as nicely as they did. The smell of chocolate chip cookies was wafting from the kitchen.

A white haired woman stepped out from the kitchen with a smile on her face. "Ben would you like to introduce me to our guests?" She asked.

"May, this is George Stacy and his daughter Gwen. They're here to thank Peter for staying with Gwen when she collapsed at that science exhibition."

"It's nice to meet you both." Gwen said.

"Thank you dear," May said, "Would you two like some cookies?" May asked.

"Yes, thank you, I would love some." Gwen said.

"I'll go get Peter." Ben said. Gwen was quickly given her cookies and began eating them while Ben brought Peter from upstairs. Peter's eyes widened when he saw them.

"Hey you're Gwen Stacy. The girl I gave my spot to at ESU what are _you_ doing _here_?" Gwen gave him a confused look.

"I don't remember giving you my name Peter." The boy in question blushed in embarrassment

"I overheard your dad say it when he picked you up." He said.

"Ah, okay, I just wanted to thank you for staying with me the other day."

"It's no big deal," Peter replied modestly, "Hey my aunt and uncle bought me a new microscope, you want to see it?" Gwen gave her father a questioning look.

"Go ahead sweetie." He said. Gwen and Peter went upstairs to his room and he began showing her his new microscope. Her first impression of Peter Parker had been that he was an awkward shy kid. That wasn't entirely inaccurate but once you got the kid talking about science he became very articulate. Thankfully she knew more than enough to keep up with what he was saying.

The Stacys spent another two hours at the Parker household and generally agreed that they were a nice family. Before they left Ben and May made it very clear that Gwen was always welcome in their home. As the days went by Gwen found herself taking them up on that offer. With her father almost always on the job and the Osborn house being off limits because Harry's dad was working overtime on some big project she found herself at the Parker house nearly every day.

Talking science with Peter so often made them very close, though sometimes she was out of her depth with him as he was more a tinkerer than she was. She'd spent more time with Peter in one month than she had with Harry in the last three and they were fast become good, if not best friends. She'd also gotten a handle on her powers, though she hadn't told anyone about them since her visit to Xavier's school. She'd also kept a weekly correspondence with Kitty to make sure everything was alright with her.

It seemed like everything was finally reaching something close to normalcy again. Then tragedy struck. It was late at night, her father woke her up with an urgent tone in his voice. "Gwen get up, we need to go."

"Dad what is it?" She asked groggily.

"Honey, I have some bad news. It's Peter, he's been shot."

"_What?_" Gwen jumped up immediately.

"A burglar broke into their house, and Ben Parker confronted him. The burglar was aiming for him but Peter pushed his uncle out of the way at the last second. He's at the hospital undergoing surgery right now. I thought you should know. I've called a cab to take you to the hospital; Ben and May will be waiting for you in the lobby. I don't like leaving you home alone after something like this."

"What about you?"

"They've tracked the crook to a warehouse and they want all available units there. We're going to catch the guy who did this Gwen I promise." Captain Stacy said. With that said the two left the house and parted ways Gwen didn't even bother to change out of her nightgown.

The ride to the hospital was torture. She was doing her best not to panic. When She got there Ben and May Parker were waiting for her just like her dad said. They went to the waiting room and things were quiet except for a lot of praying. It was a couple hours later when the doctor finally came out. He was a young blonde man.

"Mr. and Mrs. Parker. I'm Dr. Donald Blake. I have good news and bad news. The good news is we were able to save your nephew but the bullet did severe damage to his spinal cord. He'll never walk again. I'm sorry I've done all I can, there was once another surgeon who could've done more but unfortunately after that car crash last year Dr. Strange can't practice anymore."

May Parker broke down and began crying. Ben held her. "Thank you Dr. Blake," he turned to his wife, "It's going to be alright May, at least he's alive." Gwen finally broke down as well. Yes, Peter was alive but now that he was a paraplegic his hopes of being scientist would be almost certainly completely destroyed this wasn't fair.

It wasn't long after that that her father arrived. Gwen ran into his arms and held him tight. "Oh daddy, it's horrible they're saying Peter will never walk again. Please tell me you got the man who did this."

"Yeah we got him Gwen, but we could've got him sooner. It turns out he'd robbed a wrestling event earlier tonight and escaped the police, eventually breaking into the Parker home. If we'd just been a little faster..." Captain Stacy's voice was mournful.

"Daddy aren't the police supposed to keep people safe?"

"We do sweetie. We do our best anyway. Sometimes our best isn't good enough."

"I'm worried about the Parkers they can't afford they can't afford the medical bills they're going to have."

"I'll take care of that Gwen. Norman Osborn owes me some favors and I'll pitch in as much money as I can."

"Thank you dad, I just wish we could do more." Maybe _she _could. She had powers, maybe it was time she used them for something. She respected the police, she had to her father was on the force after all. They did their best, but it seemed they needed some help.

Over the next couple weeks Gwen designed a costume that she could use when she was using her powers she didn't exactly _want_ to be known as a vigilante after all. She decided to make it form fitting of easier movement. Black and blue for the stealth and to pay tribute to the police, the blue was mostly on the limbs. A classic domino face mask like her pulp hero the Spider. She even made her own ring with a spider seal on it as a homage to the classic character.

She wouldn't use guns though. For one she couldn't get her hands on any and for two she only wanted to catch criminals not kill them. She still believed in the system after all. There was just one thing missing: if she was going to be a spider themed superhero she needed some kind of a web. After all that's what spider's were known for.

She didn't want to use a grappling hook or rope, it'd be tough to carry around. She could probably make some sort of webbing with chemicals but she'd need a shooter of some sort. Maybe she could turn to Peter for that. He _ was _a tinkerer after all and he needed something to do.

* * *

As soon as Peter was released from the hospital and settled back home Gwen went to visit him. "Hey Peter how are you doing?"

"Gwen what are you doing here, I didn't think someone like would want to hang out with a cripple. My life is over!" Peter was shouting at the top of his lungs.

"It's going to be okay." Gwen said soothingly.

"Okay? I'll _never walk again_ Gwen! I can't take regular classes at school, people are always going to be taking care of me, _pitying _me. I don't want pity! Who would actually _want_ to be around around a worthless sack like me?"

"Peter, I'm still your friend. I'm here for you, I'm not going to abandon you or pity you. Right now though I need your help." Peter laughed coldly but at least he wasn't yelling anymore.

"What I possibly do to help you in this state? I can't even do anything for myself anymore. My own uncle has to carry me into the bathroom. Can you even imagine how embarrassing that is?"

"No, I can't and I'm sorry that you're hurting. As for what I need well, you're better at building things than me and I need something custom made to order. A pair for mechanical apparatuses that can be mounted on the wrists and shoot a chemical compound out of a pressurized cartridge and make webbing."

"That's… oddly specific," Peter said, "Why do you need this?" Gwen took a deep breath. This could be a big mistake what she was about to tell Peter could make him feel much worse about the accident, but she didn't want to lie to him. Not when she was doing this because of him.

"Of course you remember that I collapsed at the radiation demonstration at ESU. What you don't know is why. I was bitten by a radioactive spider and it gave me superpowers. Super strength, agility, I can stick to walls, I have a danger sense. I'm thinking about call that last one my Spider Sense."

"If I hadn't given you my spot…" Peter mused connecting the dots, "I would've have stopped that robber… I'd still be able to walk, and follow my dreams."

"You can't think like that Peter. If you'd gotten those powers there's no telling what you would have done. You might not have even been home," Gwen said firmly, "I need these webshooters because I'm going to use my powers to become a superhero, and a spider themed hero needs webs. I'm going to do everything in my power to make sure that what happened to you doesn't happen to other people."

"You're right, it's just so hard," Peter said with a sigh, "Now then webshooters well you'll want multiple setting for different web thicknesses. A trigger mechanism that can't be set off accidentally… I can get my aunt and uncle to get me the materials I need, give me about a week and I'll have what you need Gwen." Gwen smiled at this glimmer of the Peter she knew shining through.

"You're the best Peter." Before she knew what she was doing she'd pecked him on the cheek. Both teens blushed furiously.

"Uh Gwen…" Peter stammered.

"Let's keep that between us for now." Gwen said. Peter nodded in reply.

"So if you're going to be a superhero do you have a costume and a cool name like the Fantastic Four?"

"Yeah, I've already designed and made the costume. I'm just waiting on those webshooters to make my debut as for a name. Well if I'm going to be spinning webs how about Spinnerette? You know like the spinnerets spiders use and -ette for female." Gwen said. That made Peter laugh.

"Spinnerette, I like it. The Spectacular Spinnerette!"


	2. Chapter 2: Friends Lost, Enemies Gained

**The Spectacular Spinnerette**

Disclaimer: I don't own Spider-Man or any other Marvel Properties that appear in this fanfiction.

Author's Note please note that as with all fanfiction I am taking certain creative liberties. Characters may appear sooner than in canon, in a different role or not at all.

**Chapter 2: Friends Lost, Enemies Gained  
**

So I just press this button with my middle and index finger, with exact pressure the web will come shooting out?" Gwen asked as she examined the mechanical webshooters on her wrists.

"Yeah that's right. You load the cartridges into the carousel at the back there. It'll rotate the empty cartridges out automatically. I also added a small valve to allow you to shoot a thick web line or a fine wide stream." Peter explained as he pointed out the features so Gwen knew exactly where and what than me.

"Wow that's amazing, I never would've come up any of that. Okay maybe I would have but I wouldn't know where to begin to build it. You're a genius Peter."

"I'm just glad I could help. These hands are all I have left to work with."

"I'm sure Spinnerette will have plenty of work of them to do as time goes on. Gwen Stacy on the other hand is just happy to be with Peter Parker."

"Thanks Gwen, but it's getting late, you should probably get home soon."

"You're right Peter. I'll see you tomorrow. I'll probably test these when I get home." Gwen quickly put her books back into her bag, they'd been doing her homework before he'd shown her the webshooters and then she laid the shooters on top of them. She actually had her costume on under her clothes and her mask in the bag. She then headed downstairs. She paused in the stairwell as she heard Ben and May Parker talking in the kitchen.

"This just isn't right," Ben said, "They want to just shove our Peter in a room with a bunch of other damaged kids. His legs don't work but his brain's just fine he doesn't belong there with them!" Gwen heard a hand slam down the kitchen table.

"I know Ben, but there's nothing we can do, Peter has to go to school and get an education." May said.

"An education? He won't be getting much of an education where they want to send him. I'll get a lawyer and fight for his rights!"

"We can't afford a lawyer. We're already getting help with the medical bills."

"I'll pick up extra shifts at work. I'm going to do to whatever it takes to fight for Peter's rights and win."

Gwen snuck past them and out the door. She never realized just how bad Peter was going to have it in the coming days. He'd have to struggle every day for things she took for granted. Well that was why she'd decided to become Spinnerette wasn't it? So things like what happened to Peter wouldn't happen to others, to give the police a helping hand.

She'd been planning for Spinnerette to make her debut later tonight, sneaking out her window to do some crime fighting before going to sleep but why not start right now? For Peter.

Gwen found the nearest alley she could and ducked in so she could change and strap on her webshooters. She shoved her street clothes in her bag and shot a web line toward a streetland and swung on it. Gwen had made her webbing more than strong enough to support her weight and with her enhanced strength and a running start the swing carried her several yards forward and into the air. When she felt herself starting to fall she webbed another object to keep her momentum going and her Spider Sense made sure she didn't hit anything.

"This is so much faster than the subway!" Gwen mused as she made her way to the main streets and climbed higher using the skyscrapers. Despite the seriousness of what she was setting out to do Gwen couldn't help but laugh.

Being above the city like this made it all look so peaceful. The wind blowing her hair back. She could get used to this. Then just as quickly as it began her bliss was shattered by an alarm. Someone was breaking into a bank.

Gwen was on the scene in less than a minute, placing her bag on a nearby rooftop and jumped down in front of a pair of men in ski masks who were making their way toward the getaway car.

"Hello boys, a bit late for a withdrawal isn't it?" She asked with a smirk. To say that two burly men were surprised to be confronted by a teenage girl in spandex was an understatement. To their credit they got over it quickly and began laughing.

"I think it's a little late for you to be girly," one of them said, "It's dangerous to be out on the streets at night."

"Am I out late? Yes. Is it dangerous? Not so much." Gwen quipped. Her Spider Sense went off as the two men pulled out handguns Gwen was already dodging as they fired, jumping on and sticking to the wall of the bank. Her heart was pounding and her ears ringing. If it hadn't been for her superpowers she'd be dead right now. Maybe she wasn't cut out for this.

"No," she thought steeling herself, "I'm doing this for Peter, I can't back out now."

"What are you?" The robbers asked in shock as they saw her stick to the wall.

"The name's Spinnerette and I'm your worst nightmare. I guess you could say I'm a spider and this entire city is my parlor, I guess that would make you the flies." The thugs moved to draw a bead on her but she shot webs on to their muzzles before they could fire.

"What is this junk?"

"Oh that would be my webbing. I wouldn't recommend trying to shoot those guns, my webbing will stop the bullet and the recoil will tear your arm clean off. Very messy. Not that I'll give you the chance," Gwen quickly encased the would be bank robbers in cocoons of webbing.

Upon seeing this the getaway driver, tried to, well, get away. Well Spinnerette wasn't about to let that happen. She hopped back down on to the street and shot a web line onto the frame of the car. She pulled hard using her super strength stalling the vehicle. She felt the driver floor it and strained slowly pulling the car back toward her. The driver panicked and got out of the car only to have Gwen put him in a matching cocoon to his comrades. She laid the river with the other two, removed their ski and used her ring to leave her spider seal on their foreheads.

"There, three nice little presents for the NYPD, too bad I don't have a bow to put on it, but I do have gift tag for it. Jumping back on to the rooftop that held her bag and pulled out a specially made calling card. She laid it on the ground in front of the robbers and was on her way home before the police arrived.

When the police did arrive they were baffled to find the three robbers trapped in webbing with red spiders stamped on their foreheads. The only clues to who might have done this were the physical descriptions the would be robbers gave of a young blonde teenager in a halloween costume and a small index card that found on the ground. On the front of the card was the same red spider. On the back was a short message: "A gift to the NYPD from your friendly neighborhood Spinnerette." It seemed New York had a new superheroine.

* * *

J. Jonah Jameson was fuming and it had nothing to do with the cigar in his mouth. Over the past couple of weeks people and been sighting some new costumed crime fighter known as Spinnerette. The eye witness accounts were vague, all that was know was that she was a young blonde teenager with strange powers.

Jameson as a rule wasn't a prejudiced man. He'd hired Joseph Robertson, a black man to work on his paper, he had no particular hatred for Mutants like many others did. He didn't have a problem seeing a girl as a hero, but he wasn't convinced this Spinnerette was in it for the heroics.

No, he was convinced she wanted attention. Sure she was stopping crimes but she always left a calling card like she was trying to upstage the police. Add to that the fact that no one had any actual proof that this Spinnerette character even existed and she was already fast approaching urban legend status, and J. Jonah Jameson one of two things: To either prove that this Spinnerette didn't really exist or to expose her for the glory hound she was.

Back in the day he would've automatically jumped to this whole thing being a farce but with Mutants appearing, the Fantastic Four and Namor, he couldn't dismiss Spinnerette as a myth so easily anymore. It looked like he might actually have to discredit her, but to do that he needed something on her other than vague descriptions and he didn't have any. That was why his best journalist was in his office right now.

Eddie Brock was a well-built man and a well-respected journalist. It had been quite a steal for Jameson to get him from the Daily Globe, and an expensive one at that but Brock had more than paid for himself as time went on.

"You wanted to see me J.J.?" Eddie said as he sat down in the chair in front of the desk.

"I've got a new assignment for you," Jameson said in his rough gravelly tone, "Spinnerette."

"You mean that new girl hero everyone is talking about but no one is sure actually exists?" Eddie asked.

"That's the one Brock. From now on you eat, sleep, and breathe Spinnerette unless I tell you otherwise. Is that clear?"

"Is this some sort of punishment J.J.? What did I do that was so bad you're sending me out to find urban legends?"

"This isn't a punishment Brock, quite the opposite. Spinnerette is making the NYPD look silly. Beating them to crimes and stopping those crimes before the police can even arrive, and leaving her cute little calling cards calling the criminals 'presents'. It makes the city look bad. That's why I want Spinnerette either disproved or exposed. You're the best journalist I have. If anyone can do this, you Brock."

"I won't let you down J.J.!" Eddie Brock was positively glowing from the praise.

"I'm sure you won't." Jameson replied.

* * *

Gwen scowled at one of the headlines in the pages of the Daily Bugle "Spinnerette a menace it read. J. Jonah Jameson seemed to have some sort of gripe with Spinnerette. He seemed to post some disparaging story about her alter ego every day, he was even giving public anti-Spinnerette talks. He went on and on about how she was a glory hound who was upstaging the police or how she was dangerous because her exploits would inspire children to fight crime.

She tried to not let it get to her, after all she was helping people, helping the police. Stick and stones and all that, but being attacked in the newspaper every day, even when only one other person in the entire world knew it was you wasn't easy on a girl's self-esteem. Still she was proud of the work she was doing and several women's rights groups were sending angry letters to the Bugle over the articles.

No one had managed to get a picture of Spinnerette and Gwen wanted to keep it that way. There was always the chance that a good picture would blow her cover. Spinnerette had already been identified as a teenage blonde girl and the number of sightings was going up every day. Still many were skeptical that she even existed because of the lack of photographs. That made her smirk just a bit. Gwen Stacy had dreamed of being many things over the years but an urban legend wasn't one of them.

"Dad why does Spinnerette get so much bad press? I mean she's just trying to help, what does Jameson have against her? The Fantastic Four and Ant-Man are doing the same things she is." Gwen asked. Captain Stacy laid his paper down and looked her in the eye.

"I've known Jonah for years Gwen, he's a hard man but not unfair. When he was a boy he saw Namor the Sub-Mariner battle the Human Torch, not the one on the Fantastic Four, this was an earlier hero by the same name. After that he became convinced that no one with superpowers who worked outside the law could be trusted. The Fantastic Four's identities are known, Ant-Man works with the police. They're just easier for Jonah to swallow than Spinnerette is."

"I guess I can see that, what do you think about Spinnerette dad?"

"I think she means well and is trying to help. The others down at the station love her because she's making their jobs easier. Personally though I think Jonah has a point. Spinnerette, whoever she may be, from all the descriptions is just a child and a child has no place fighting crime. The thought of you going against the kind of thugs that are on the streets scares me to death Gwen. You're all I have left." She had to resist the urge to flinch as she saw the emotion in her father's eyes. She hated to imagine what it would be like if he found out she was Spinnerette.

"I love you too dad." That was all she dared say to that. There was silence for an extended moment before Captain Stacy picked up his paper again.

"Speaking of Jonah his son John is going up in a rocket tomorrow. Would you like to go see it? I know you like that sort of thing sweetie." Gwen sighed. He was right. She really wanted to go to the launch, but she had a job now. Spinnerette needed to be out on the streets fighting crime and she couldn't do that if Gwen Stacy was watching a rocket launch.

"I was going to go visit Peter."

"Oh, you've been spending a lot of time at the Parker house Gwen." There was a note of concern in his voice.

"You know as well as I do that Peter needs friends right now and no one seems to visit him other than me. It's not like I have anywhere else to go after school anyway. Harry's dad has been working on some big project almost nonstop so I haven't really gotten to see him lately."

"Probably trying to find legal loopholes so he can buyout Stark Industries. Tony Stark has been missing for some time but until he pronounced officially dead no one can make any deals that would affect the company's future like that. Of course with Stark gone his company's stock has been dropping so when he is pronounced dead it'll be easy for Norman to buy it all up and merge it with Oscorp."

"I see..." Gwen didn't have much business acumen so she really didn't see, "Anyway if it's alright I'm going to see Peter tomorrow." It wasn't a lie, she would go see Peter tomorrow but she would also be doing more crime fighting as Spinnerette.

"Yes, that's fine. You're right the boy needs support right now."

"Thank you Dad."

* * *

The next day would go down in history as black day in history for the American space program. As Colonel John Jameson shot up in the rocket and reached Earth orbit everything seemed fine, but that was not the case. A small piece of the guidance system broke off causing the rocket to reenter the atmosphere and crash, killing Colonel Jameson on impact. His father newspaper mogul J. Jonah Jameson famously broke down in tears and kept repeating "Where are your superheroes now?"

* * *

The funeral for Colonel John Jameson was a lavish public affair. That was to be expected given that he was an American hero. The death of such an upstanding young man was always a tragedy so that was part of the reason Gwen was here at his funeral, to pay her respects. The other part was that she was expected to be here. Her father was a prominent police officer and a friend to J. Jonah Jameson so of course he was here and as his daughter it was just kind of assumed that they were a package deal. It was proper decorum for these things after all.

Gwen hadn't really known John all that well, she'd met a couple times in passing but nothing more than that, but she'd heard nothing but good things about him. She wasn't sure how someone could turn out so nice with that J. Jonah Jameson grump for a father but miracles happened every day. Speaking of Jonah, she could see him at the front of the church crying, she may have had no love for the man because of him constantly trying to drag Spinnerette's name through the mud but even he didn't deserve this.

The service was a rather boring and somber as funerals often were. When the service itself was over a lunch was being served. Gwen didn't really want to stick around for that though. There had been a rash of mysterious bank robberies that no one had been able to solve and she figured it was about time Spinnerette tried her hand at catching the crook. Unfortunately there was no way she could just up and leave.

Her first instinct was to go and offer her condolences but she could see that Jameson was with a group of presumably very important people. More importantly she could hear him. Ranting about how the so-called superheroes had failed to save his son a real hero and how was wasn't going to rest until he exposed them all.

Gwen didn't need Spider Sense to tell her there was danger in approaching him. So instead she sat down at a table and began writing a letter to Kitty that would detail her latest exploits as Spinnerette and check on her to make sure everything was still on the up and up at Xavier's school. She didn't get far though as her old friend Harry Osborn approached her.

"Hello Gwen it's been a long time." He said. as he sat next to her.

"That it has Harry," She said stashing the letter to Kitty in the small purse she was carrying, "It's been over a month since we've really talked hasn't it?"

"Yeah, since the day after you fainted at that science demonstration at ESU. How have you been?"

"It's been crazy Harry, a lot has happened."

"So what was that piece of paper you put in your purse?"

"It was just a letter to a friend, nothing you need to worry about." Gwen replied.

"Since when do you have friends that you need to write letters to Gwen? I thought all your friends went to our school. Well almost all of them." Gwen's eyes narrowed at the obvious jab at Peter. What was Harry playing at?

"It's someone I met very recently, no one you know."

"Oh really tell me about them," Harry said with interest, "I know it's not that Parker kid, from what my dad told your dad you go and see him almost every day so you wouldn't need to write him."

"I don't think that would be a good idea Harry." She had no idea how to even begin to tell Harry about Kitty anyway. She'd have to be incredibly vague about how they met in order to not reveal that Kitty was a Mutant and that she had similar powers of her own because of a bite from a radioactive spider. That wouldn't satisfy Harry though.

"What going on with you Gwen? I've seen you at school you're always tired. I'm your best friend and you don't talk to me anymore, you're always running off to that Parker kid's house and now you're writing letters to mysterious 'friends' you don't want to tell me about. I'm worried about you."

"I'm fine Harry. I've just gone through… changes you can't even begin to understand. I'm sorry I've been neglecting our friendship but I have a lot of things on my plate right now and people in my life who need my attention more than you do. Please try to understand."

"Oh, I understand. I understand that only thing the Osborns are only good for anymore is asking for money to help the family of your cripple friend. I understand that you can't even find the time to say a simple hello to me, your childhood friend because you're too busy fawning over Peter Parker, a guy you just met a month ago." Harry's voice went from level to shouting in the space of three sentences.

That was it, Gwen had had enough. Without thinking she stood up and grabbed Harry by his necktie lifting him into the air with her Spinnerette strength causing the little worm to gap and struggle in surprise but Gwen's grip wouldn't budge She spoke with a voice made of ice. "Peter Parker is twice the man you'll ever be. He has been nothing but kind and considerate to me since I met him and he is going through the hardest things a person can. I'm sorry you lack any empathy Harry. Maybe someone should shoot you in the spine so you can see what it's like. I'm done with you." With a flick of the wrist Gwen tossed a very stunned and pale Harry about five feet.

Not wanting to be caught in the fallout of her own spectacle, Gwen ran out of the room where lunch was being served and into the church foyer. There she found a blonde woman in her late teens to early twenties sitting on the couch crying her eyes out. If gwen were one to judge she'd say this woman was beautiful even in this compromised state.

"Go away I don't want to be consoled. I just want to be alone." She said.

"Oh no, I was just trying to get away from some drama. I had a falling out with an old friend Ms.-"

"Hardy, Felicia Hardy." She said.

"Felicia Hardy? Heiress to the Hardy fortune and John Jameson's girlfriend?" Gwen tended to keep up with high society gossip due to the influence her father had she was technically a part of said high society so it would be a bad idea to not stay informed.

"Now you see why I don't want to be in there. I don't want to hear how sorry everyone is for my loss. They don't understand. I was sure John was going to propose after that mission. Now that will never happen. I loved him like no one else did. Most of them were his friends because of the influence he or his father held. They didn't care about John. Why am I telling you about this? I don't even know you."

"Maybe you don't want to be as alone as you think you do Felicia. By the way I'm Gwen Stacy."

"Maybe you're right Gwen. Maybe I just need to get that off my chest. I had to talk to someone. I can't even talk to my mother right now because she's trying to do her best to keep the Hardy Foundation together. One of the recent bank robberies hit us hard."

"Well I'm happy to listen if there's anything more you need to get off your chest."

"No, I'll be fine for now thank you." Felicia said regaining some composure.

"And you'll be even better when Spinnerette catches that robber and your family gets its money back." Gwen thought.

* * *

Spinnerette sat perched on the roof of a bank. She was sure that this was where her target would strike next. She'd analyzed the locations of the previous robberies and was fairly certain this was here her target was going to strike next.

She'd been waiting here for a couple hours now and was afraid maybe she'd gotten it wrong when a silver skinned woman with a shaved head appeared. Considering that normal business hours were over this probably wasn't a friendly visit.

"Hello there, what do we have here," Gwen sent out a web line that caught the wouldbe crook's arm and pulled her up on to the roof none too gently, "My name's Spinnerette, what's yours?"

"So you're real after all. Well that's a pain; I'll have to finish you quickly and get on with robbing this bank. Though I suppose I should be happy I ran into you and not the Fantastic Four. You can call me Swiss Miss because I;m the human Swiss army knife." Swiss Miss didn't look so good. Gwen pulling her up to the roof must have dislocated her shoulder.

Gwen's Spider Sense went off and the web line on Swiss Miss' arm began to bulge. The next thing she knew a knife had shot from Swiss Miss' arm and was flying right at her. Thankfully her agility let her dodge it easily.

"Mutant?" Gwen asked cocking her head a bit.

"Mutant." Swiss Miss said as she popped her shoulder back in place. That looked like it hurt. Then a pair of steel blades grew out of the sides of her arms and she charged swinging wildly. Gwen had no trouble dodging the attack though.

"Neat trick but it's not good enough. Now let's put an end to this, Shall we?" Jumping inside Swiss Miss' guard Gwen tried to punch her in the face but a steel plate spouted over Swiss Miss' face. Gwen puch dented it and sent the Mutant criminal skidding backwards but Gwen got a bruised hand for her trouble.

"Dance for me little hero." Swiss Miss retracted the faceplate and blades and pulled a Thompson machine gun out of her right arm and opened fire. Again Gwen Gwen was able to dodge the attacks but this time they were only near misses due to the speed of the bullets.

Gwen fired a web line and pulled the gun away throwing it to the street. "Why does everyone try to shoot me?" She asked rhetorically as she put Swiss Miss in a web cocoon. Sadly the cocoon didn't last as numerous blades popped out all of Swiss Miss' body and shredded it.

Gwen got ready to fight again but was distracted by a flash of light from the next rooftop over. Her Spider Sense tingled and she turned to see her opponent holding a bazooka. The weapon fired and a rocket powered explosive was something Spinnerette couldn't dodge. She took the explosion square on the chest and went flying off the roof into an open dumpster.

"Ow..." Gwen moaned as she climbed back out and went to continue the fight. Not only did she ache all over, she smelled like garbage and she'd have to repair her Spinnerette costume. Oh Swiss Miss was going to pay.

Speaking of Swiss Miss she was peeking over the rooftop. "Still alive little hero? Well as much as I'd like to fix that, the police will likely be here any minute and I'd rather not deal with them and you." With that Said Swiss Miss popped a jetpack out of her back a flew away.

"Well," Gwen mused, "that could've gone better."

* * *

Eddie Brock was ecstatic as he climbed down from the rooftop next to the bank. JJ was going to love this. Not only had he proved that Spinnerette existed he'd witnessed her first defeat! On top of that he'd solved the recent rash of bank robberies. From where he'd been standing he'd heard everything. It had been a Mutant called Swiss Miss. Oh he could expect a big paycheck for this.

* * *

Gwen watched as Peter crumpled up today's Daily Bugle. "I can't believe that Jameson guy. Saying Spinnerette teamed up with Swiss Miss to rob that bank! I have half a mind to go down there and give him a piece of my mind." That made her chuckle a bit.

"What are you going to do, roll yourself down there and tell him you know Spinnerette wasn't trying to rob the bank because she's your best friend?" She asked.

"Okay, I see your point, but still, it just seems wrong that he can get away with it."

"The Bugle isn't exactly the most reputable paper Peter. Besides my actions will speak for themselves. A lot of people already see me as a hero."

"You're going to fight Swiss Miss again aren't you Gwen? Are you sure that's a good idea after last time? I mean she pulled out a bazooka on you. It might be too dangerous."

"I have to. The police can't handle her. A superhero has to."

"There are other heroes Gwen. Let the Fantastic Four or Ant-Man deal with her. If anything happened to you…"

"I understand your concern Peter, and thank you for worrying about me but this is something that Spinnerette has to take care of. Swiss Miss beat me because I made a rookie mistake and got distracted by Eddie Brock's camera. If I don't beat her and redeem myself, no one will ever take me seriously as a hero again."

"Gwen, I don't care about Spinnerette, I care about you. You don't really need to be a superhero do you?"

"Yes I do have to be Spinnerette. I became Spinnerette because of you Peter. You know that. I couldn't help you but I can help other people with these powers, it's the right thing to do."

"Alright, you've made your point. I still don't see how you're going to beat Swiss Miss though." Peter said.

"That's something I could use your help on, I need a stronger batch of webbing." Gwen replied.

* * *

Eddie Brock was marching through the Daily Bugle exuding an aura like a demon walking out of hell itself. It was plain to everyone he passed that the Bugle's star reporter was livid and he had a copy of today's front page in his hand. Without a word he stormed right into Jameson's office and slammed the paper on to the editor's desk.

"What the hell is this J.J.?" he roared.

"It's the front page Brock."

"Yeah well it's not the article I wrote, so what are the pictures I took doing on this story that's slinging mud at Spinnerette?"

"I decided to handle the Spinnerette story myself. Let the public know the truth about their new 'hero'." Jameson replied coolly.

"Ever since your son died you've lost it JJ. Every day the front page is a story slinging mud at some hero or another, and if not an outright hero, some anti-Mutant piece. You done a complete 180! I hear the Fantastic Four are planning on suing you for libel. The only reason Ant-Man and Spinnerette probably aren't is because they have secret identities to keep."

"It's my paper and I'll print what I want Brock and I've made it my mission to expose these costumed freaks for the menaces they truly are. I'll have you know that our sales have gone up since I made these changes. You have no right to question my business practices."

"Your sales have gone up because you're appealing to close-minded bigots who don't want to read the truth. I reported what actually happened on that rooftop and you printed the opposite. I can't work for someone who has no journalistic integrity, I quit. I'll find a job at another paper JJ and I swear I'll expose you!"

"It'll be your word against mine Brock and I'm a respected member of the community. No one will believe you. Besides you have no proof, for all you know Spinnerette and the other woman really were working together."

"The truth always wins in the end J.J. You'll see."

"I'm counting on it Brock. Now get out of my office! Just know you'll never work in this town again!" Eddie didn't have to be told twice. He went straight to his desk and started cleaning it out. Surprisingly he found Joseph "Robbie" Robertson doing the same thing.

"Robbie what are you doing?" Eddie asked the African American man.

"The same thing you are, quitting. I found the article you wrote after Jonah threw it away. I can't work for a man that would print things like he did. Omitting facts, coloring the truth. I used to respect Jonah as a newspaper man and a friend but ever since John died he's gone crazy. That's why I'm going to use my savings, and take out a loan to start my own paper, one that only prints the truth."

"Sounds good Robbie. You'll need journalists right, because I happen to be looking for a paper to write for."

"I'd be happy to have you on board Eddie."

"Good, though you might want to let me take out the loan, no offense, but some people might not want to give you a loan for rather stupid reasons."

"Thank you Eddie." Robbie said.

"So what are you going to call this newspaper?"

"I was thinking The Pulse, to show that the truth is still alive."

* * *

"Alright Swiss Miss, where are you?" Gwen mused as she swung through the city. She was ready for some payback on Swiss Miss, but she needed to find her first. Swiss Miss had gone underground after their last encounter but Gwen was willing to bet the rematch wanted a rematch just as much as she did. The question was where that rematch was going to happen.

She needed to figure this out and redeem Spinnerette's name. If she were a criminal, perish the thought where would she strike next? A thought occurred, no Swiss Miss couldn't be that predictable could she? Following her instinct Gwen went back to the bank they'd fought at and waited on the roof for Swiss Miss to show up.

She didn't have to wait long. Gwen jumped down in front of her Mutant adversary taking her by surprise. "You know, I always heard criminals returned to the scene of the crime, but I never believed it. You're really sad and predictable."

"Spinnerette, come for another beating? A sane person would hung up the Halloween costume after I shot them with a bazooka. Do you just have a death wish?" Swiss Miss asked.

"No, no death wish, I just believe in justice and since the police can't bring you in it falls to me to do it."

"Well I'll be more than happy to fight you again Spinnerette, only this time it'll be the last fight you ever have." Gwen's Spider Sense went off as blades appeared on Swiss Miss' arms. Gwen was able to dodge the attacks easily just like she had before. She was taken by surprise when Swiss Miss fired the blades at her. She was able to dodge it but it was a close shave.

"This will put you down just like it did last time!" Swiss Miss pulled out the bazooka again and fired. Gwen had been waiting for this though so she was ready for it. She fired a web line and caught the rocket. She tossed the rocket into the air with her web line and watched it explode harmlessly in midair.

"Fool me once shame on you, fool me twice, shame on me. I don't fall for the same trick twice." Gwen leapt at Swiss Miss and attempted to punch her in the chest but several steel plates appeared, armoring the area. Gwen was able to dent them but could do little more than that.

"You don't fall for the same trick twice huh? Did you forget about my armor?" Swiss Miss taunted.

"No." Gwen said simply as she used her free hand to chop Swiss Miss' neck knocking her out. That had been easier than she thought it would be. Then again she'd had all the physical advantages and only lost the first fight because she was distracted by the flash from Eddie Brock's camera.

Well the police would be arriving soon thanks to that explosion. So it was time to leave, but before she did that she webbed up Swiss Miss and left her calling card and making sure to leave her Spider Seal on Swiss Miss' forehead. Spinnerette had redeemed herself. Now it was time to go home.

* * *

Peter smiled as he read the retraction J. Jonah Jameson had been forced to print in the Daily Bugle. After Gwen had caught Swiss Miss and the Mutant had denied to the police that she'd ever worked with Spinnerette he'd had eat his words.

"So how's it feel to finally have that guy off your back Gwen?" He asked. Gwen put down her pen, she'd been working on a letter to someone named Kitty Pryde that she'd met at Xavier's School for Gifted Youngsters.

"I don't think I've heard the last of J. Jonah Jameson unfortunately," she said with a sigh, "He's a very rich man and ever since his son died he's had a bone to pick with superheroes. I'm sure he'll find some other reason to attack Spinnerette and others like her and he'll probably go broke trying to discredit us."

Peter took a moment to muse on just how sad that was before speaking, "You're probably right, but I can't help but feel bad for him. He lost his son and he's looking for someone to blame."

"Yes, but that doesn't make what he's doing right." Gwen said.

"So what were you writing to Kitty?"

"Oh just the usual, making sure everything is still on the up and up at that school she's at. Though it occurs to me that her replying to my letters doesn't mean much with a guy there who can modify memories. Still I can't just abandon her to be possibly brainwashed by those people. That's why I'm writing the second part of this letter."

"Second part?" Peter asked.

"I was asking if she can come visit next weekend. If she can I'll go get her and come back. If she can't… I'll go anyway because I'll be worried something is going on. Plus I thought you might like to have someone other than me to come see you for once." Gwen explained.

"I like it when you come see me Gwen. Are you worried you can't trust yourself alone with me anymore?" Peter asked with a teasing wink.

"Why wouldn't I trust myself to be alone with you?"

"Well you did kiss on the cheek me that one time, something we really haven't addressed since then." Gwen blushed.

"When did you get so confident?"

"I guess being around a pretty girl you like almost every day will do that to you. I've just gotten comfortable around you."

"I've gotten comfortable too. I won't lie. I'd be willing to explore being a couple… when we're a little older. After all we're only fourteen and I have a lot on my plate right now. This isn't a no Peter, it's just a rain check."

"I understand," Peter said with a smile, "and I'm going to hold you to that Gwen."


	3. Chapter 3: Lizards, Ants, and SHIELDs

Disclaimer: I don't own Spider-Man or any other Marvel Properties that appear in this fanfiction.

Author's Note please note that as with all fanfiction I am taking certain creative liberties. Characters may appear sooner than in canon, in a different role or not at all.

**The Spectacular Spinnerette**

**Chapter 3: Lizards, Ants, and S.H.I.E.L.D.s , Oh My!  
**

Another day, another afternoon at the Parker house. These visits with Peter were becoming a bit of a routine. At the moment she was pacing while reading the latest scientific journal. The pacing helped her think and the journal was just Gwen keeping up to date on what was going on in the scientific world, both for her own curiosity and in a hope of finding anything that would help with Peter's situation. "This looks intriguing." She muttered as she continued to pace.

"Uh, it's nice that you found something that has your interest Gwen, but you're kind of _on the ceiling_." That was Kitty, she'd come with Gwen to visit Peter today. The words broke Gwen's concentration on the article she was reading.

In a daze she looked around to find that she was indeed hanging upside down from the ceiling. "Oh, so I am." She said blushing in embarrassment. She'd been so engrossed in the article that she must've started climbing the walls without realizing it. She tossed the science journal on to Peter's desk and willed herself to stop sticking to the ceiling, doing a back flip as she landed to get back on her feet.

"Show off." Kitty said, though it was clear the ribbing was goodnatured. She had taken a seat on Peter's bed as their really wasn't much place else to sit with Peter and his wheelchair in here.

"So what were you reading Gwen?" Peter asked.

"Oh there was an article in there by Dr. Curtis Connors, a professor at ESU. He's been experimenting with lizards trying to replicate their ability to regrow limbs in a mammal. He's had some success in rats, and is in the process of getting clearance to start human trials."

"While that is kind of interesting, why were you looking at research about regrowing limbs?"

"If they can regrow limbs with this maybe they can regrow a spinal cord. I was hoping that this research would be able to help you get your ability walk back. To get your _life_ back."

"I appreciate that you're trying to help me Gwen, but I don't know that there is anything anyone can do for me at this point. Regrowing a limb is different than fixing a spinal cord." Peter said as he picked up a copy of the _Daily Bugle_ from his desk. Despite its new anti-superpowered slant it was still a good source for more mundane news.

"It doesn't hurt to look though," Gwen said sensing that the matter was closed, "So Kitty I'm surprised Xavier let you out of that school of his."

"He almost didn't. It took a lot of convincing, what with the police surrounding the place and barely keeping the angry mob away. I knew you'd freak out if I said I couldn't come so I begged the professor to let me come. He agreed so long as I used my ability to go to and from the school."

"What exactly is your Mutant ability Kitty?" Gwen asked. She'd never really thought to ask _what_ Kitty could do. It hadn't seemed to matter at the time.

"Oh, I can become intangible and phase through solid objects, I can also blend into my surroundings as a sort of camouflage."

"That's a pretty useful ability." Gwen mused. Suddenly Peter chuckled.

"What a trio we make. A paraplegic, a girl with spider powers, and a Mutant who can turn intangible. We're building our own little crew of misfits. Not that I'm complaining I mean I've spent more time with girls since I've been shot then I ever did before."

"You're adjusting to all of this rather well." Kitty said.

"Not really," Peter admitted, "but the humor helps." The girls went quiet, not exactly knowing what to say to that. "Oh wow what are the odds of this? Gwen that Doctor Curt Connors guy you were talking about is missing, someone ransacked his lab."

"What?" Gwen asked as she rushed over and took the paper from Peter so she could see for herself. Finding the article Peter was talking about, which wasn't easy considering most of the page dealt with the fall of the government of the tiny nation of San Diablo, due to some entity calling himself Thor like the Norse god, she began to read out loud.

"Doctor Curtis Connors, professor at Empire State University, and foremost authority on reptiles is missing having been kidnapped from his lab late Wednesday night. Police have no leads as to who might have taken Connors or why. As of now there is no known connection between Connors' disappearance and the purported sightings of a Lizardman."

"Lizardman? I knew there were alligator's in the sewers, but Lizardmen? That's a new one." Peter said.

"They have to be connected somehow, even if the media can't find any connection. It's just too coincidental," Gwen said, "Maybe an escaped experiment? Perhaps he's another Mutant?"

"Maybe he got bit by a radioactive iguana?" Kitty offered.

"Not. Funny." Gwen said.

"Oh, come on Gwen, it's _alittle_ funny." Peter said between laughs.

"Well, I should be heading to the bus stop so I can get back to the school before curfew. I'll ask Professor Xavier to use Cerebro to check for any Mutant activity and call you with answers on that front tomorrow Gwen." Kitty said as she got up to leave.

"Thanks Kitty, that'll be a big help, I'll talk to you then."

"It was nice meeting you Kitty." Peter said.

"You too Peter, I hope we can see each other soon. You keep Gwen out of trouble now."

"Keeping Gwen out of trouble is easy. It's Spinnerette we need to worry about." This time everyone laughed and Kitty once again said her goodbyes before departing.

"I should be going soon too Peter." Gwen said.

"Yeah I know. Oh, you should know you won't be able to visit on Monday because I won't be here."

"Oh really? Where will you be?"

"Aunt May and Uncle Ben are taking me to meet a lawyer. They're hoping to take the school system to court and force them to give me a proper education." Peter explained.

"Oh, do you know who they're taking you to see?"

"Some guy named Matt Murdock." Hearing that name Gwen couldn't help but smile.

"Well I can tell you your case will be in good hands. I've heard about Murdock from my dad, he's supposed to be one of the best and he's got a special interest in cases like yours Peter."

"What kind of special interest?" Peter asked.

"He's been where you are, kind of. He was blinded as a child. He'll fight for your rights with all he has." Gwen said.

"Well that's good to know."

* * *

Agent Phil Coulson walked through the halls of the SHIELD helicarrier on his way to see director Nick Fury. The helicarrier was the most advanced warship on the planet with technology that was like something straight out of Buck Rogers. Only those with the highest level clearance even knew this place existed, and few of those ever set foot on it.

This modern marvel was currently sitting cloaked over the New York City skyline. The floating fortress was always moving as to not to be easily located by the Soviets. Why they were currently over New York airspace Coulson didn't know, but he assumed it had something to do with why Colonel Fury wanted to see him. As expected when Agent Coulson reached the bridge Fury was waiting for him and puffing on a cigar.

"Ah Coulson, prompt as always. That's why I like you, you follow orders and get the job done. Speaking of which I have a new assignment for you."

"What do you need me to do sir?" Phil asked.

"A retrieval mission. There's some thing, or rather some_one_ down in in that city that I want up here. His name is Doctor Curtis Connors, he's an expert in reptilian biology." Fury used a remote to turn on a large viewscreen in the back of the room and show a picture of Connors. There didn't seem to be anything special about the man.

"Forgive me for asking sir but why do we need an expert in reptilian biology?"

"Connors was working on something for SHIELD, a serum that would allow to regrow limbs. Since we were investing money in his research, off the books of course, we bugged his lab at ESU. The serum worked but it had some rather… interesting side effects. I'm sure you've heard about the 'Lizardman' who has been sighted in New York the last couple of days?"

Of course Coulson had heard about the Lizardman but he'd written it off as a rumor. "Connors is the Lizardman? He tested the serum on himself?" It wasn't hard to connect the dots.

"Yep, and he mutated. We've been able to track him remotely and we've seen that he's showing superhuman abilities, but is rather savage. Agent Coulson your mission is as follows: Take a squad of men down to New York City and gather all of Connors' research and the Lizardman himself. Dead or alive, alive would be preferable but we have to protect American citizens. Our goal is to not only to replicate find a way this little experiment, but to find a way to make the results more controllable and study the strengths and weaknesses of this Lizardman. If this all works out the way I hope, I can finally be rid of Osborn because we won't need the Super Solider serum anymore." Fury explained.

"Understood sir, I will get right on that." Agent Coulson said.

* * *

Once again Gwen found herself having to sneak into a heavily guarded building. She'd expected that, after all Doctor Connors had disappeared from his lab at Empire State University, the very building she was trying to break into. What she _wasn't_ expecting was who was guarding it. Instead of the NYPD, a bunch guys in suits were swarming the place.

These guys weren't slouches like the police who had been guarding Xavier's school either. It took her several minutes of wall crawling to find a blind spot in their parameter. When she did she had to climb through a window, once she got it open that is. The inside of the building was dark but she managed to find her way to Connors' lab with the help of a flashlight she brought with her.

She didn't dare turn on the lights, that would alert whoever those guys outside were that she was here. She scanned the room with her flashlight and found a file cabinet. As she walked over and attempted to open it he Spider Sense went off.

"Don't bother, they cleaned the place out. You won't find anything useful in there." Gwen whirled around and shined her light in the direction of the voice. What she found was a man in a red and black consume wearing a mask with some sort of tubes on it who was still growing back to a normal human size.

"Ant-Man." she said recognizing her fellow hero from descriptions she'd heard and read.

"You must be the new hero on the block, Spinnerette. What brings you here kid?" He asked.

"The same thing that brings you here I expect. I'm investigating the disappearance of Dr. Curt Connors." Gwen replied.

"Yes, his disappearance concerns me greatly. Dr. Connors was a respected member of the scientific community. Naturally it got people's attention. His research into reptilian biology in combination with the appearance of this lizard creature everyone is talking about makes me think something more is going on here."

"I pretty much came to the same conclusions. I have sources that ruled out the possibility of Connors being a Mutant so I came here hoping his research would give me some clue as to what exactly happened here. It looks like I got here too late though. Any idea who the suits are?"

"They could be any number of organizations. CIA, FBI, KGB, even the mob take your pick." Ant-Man said.

"Why would they want Connors' work?"

"That's a good question Spinnerette. I would assume it has something to do with whatever happened to Connors himself. All I know is that they don't want other people poking around in this. Whoever they are they kept the Fantastic Four from looking into it and the NYPD aren't touching it. I had to shrink down to ant size just to get in here."

"Wow, so whatever this is it's _big_. What does it have to do with the Lizardman?"

"If I had to guess, I'd say he experimented on himself and that Connors _is_ the Lizardman." Ant-Man said.

"Why would a scientist experiment on himself? That seems rather stupid and dangerous. Who would do something like that?" Gwen asked rhetorically.

"Let's just say I wasn't born with shrinking powers and leave it at that." The implications of that left Gwen momentarily speechless.

"Well we both want to figure out exactly what happened to Connors and what exactly this Lizardman is right? What do you say we work this case together?"

"Well I'd hate to get a young girl involved in all of this but you came looking into this on your own anyway so I doubt I could convince you to drop this case. Sure, I'll work with you Spinnerette; maybe two heads will solve this quicker than one. You seem rather bright so it can't hurt."

Gwen was about to reach out and shake Ant-Man's hand when the door burst open and five of the suits came running in with guns drawn. After the obligatory shouts of "Freeze!" pandemonium reigned. Ant-Man shrunk to his epitomous size and Gwen shot webs at their would be attackers. She managed to stick two of them to the wall.

Ant-Man managed to take down two more, despite his small stature it seemed he still had the strength of a fully grown man. He used his small size to hit the weaker points on the human body always moving before his opponents could counter.

The last suit paled, his hands shaking. If Gwen had to guess he could clearly see he was outmatched by the two superheroes. He reached for the walkie-talkie on his shoulder and called for backup.

"I think that's our cue to get out of here before his friends show up." Gwen said.

"Agreed." Ant-Man said. Gwen was surprised that she could still hear him clearly in his shrunken form. Now there was the question of how to get out of here. They couldn't leave through the window she'd come through as more of these suit guys would be filing in that way.

As expected more of their would be attackers were quickly running into the room including one who was obviously in charge of this operation. That man began to speak. "Spinnerette, Ant-Man I'm Agent Phil Coulson of S.H.I.E.L.D. and you are interfering with a delicate mission. I'm afraid we're going to have to take you in." He said flashing a badge.

"S.H.I.E.L.D.?" Gwen asked.

"Strategic Homeland Intervention, Enforcement and Logistics Division," Coulson said, "We'll be taking care of the Lizardman situation from here on out. Connors and his serum are of great import to the security of the United States."

"I'm sorry but I've never even heard of S.H.I.E.L.D. How do we know we can trust you?" Gwen asked. She didn't really care what this guy had to say. She needed to find and help Connors for her own reasons. She needed to help Peter. Maybe it wasn't the most heroic of motivations but it was _her_ motivation. The fact that these guys knew that Connors was the Lizardman made her even less inclined to trust them.

"You're not supposed to have heard of us Spinnerette. That's part of our job and that's why we'll have to take you and Ant-Man in. Now are you going to come quietly or are we going to have to use force?" Coulson asked.

"You know, we have absolutely no reason to trust you," Ant-Man said, "For all we know that S in your name really stands for Soviet." Gwen had been discreetly glancing around the room and found a window behind them. Finally they had an escape route.

"You know, he has a point..." She said remarking on Ant-Man's statement. She quickly webbed "Agent Coulson" to the wall and sprinted for the window,"Ant-Man let's go!" He didn't have to be to told twice as Gwen saw him summon a flying ant to make his escape on.

Gwen slammed into the window and full speed, shattering it and firing a web line so she could begin her web slinging escape. She quickly found that Ant-Man wasn't too far behind. They could hear Coulson shouting orders from inside the building.

"After them, Fury will have our heads if they get a away! Especially if they get to Connors before we do, and someone get this gunk off of me!"  
Once they were far enough away as to not be overheard by those S.H.E.I.L.D. people Gwen started to speak with Ant-Man.

"So what do we do now? We didn't get any leads on where Connors is or what he might have done to himself that made him become the Lizardman."

"Well Spinnerette, I say we go pay his family a visit; I happen to have Connors' address. They might know something and it's likely he stored copies of his notes there." Ant-Man said.

"That makes sense. Considering these S.H.E.I.L.D. guys want to keep their existence quiet I doubt they've bothered Connors' family. Just Dr. Connors disappearing was important news, if his family also vanished or was otherwise dealt with people would start to get suspicious. Lead the way Ant-Man."

Gwen and Ant-Man landed in front of the Connors' home and Gwen had to wonder what the neighbors were going to think about this. Two superheroes just walking up to the front door and ringing the doorbell had to look comical. She sure _felt_ silly. When Connors' wife opened the door she had been drying a plate. When she saw the two superheroes at her door the plate fell to the ground and shattered.

"You're here about Curt, aren't you?" Gwen had to hand it to the lady she was pretty quick on the uptake.

"Yeah, we're trying to unravel this whole Lizardman thing, we know that your husband is the Lizardman, but we want to help him if we can. Someone is after him and his research." She said.

"I figured something like this might happen," Mrs. Connors said, "Curt was getting a lot of money poured into his research that wasn't coming from the university, he wouldn't tell anyone where it was coming from, but I could tell he was under a lot of pressure."

"We could really use his notes, so we can cure him from his mutation problem. He wouldn't happen to keep copies in the house would he?" Ant-Man asked.

"No, he didn't keep that sort of thing in the house." Mrs. Connors said.

"Any decent scientist keeps copies of his notes," Gwen mused, "Maybe he _knew_ someone would be after him and left them with someone he felt he could trust."

"He did spend a lot of time with another professor at the university, Dr. Michael Morbius. You could try asking him if he knows anything about copies of Curt's work.

"Thank you for your time Mrs. Connors, we'll get your husband back to you as soon as possible Ant-Man promised. With their new lead the two heroes once again were on the move. Ant-Man now back to ant size.

"How do you do that shrinking and growing thing anyway?" Gwen asked.

"I use a gas made out of a special particle called Pym particles." He replied.

"Ah, so I assume you know where we're going?" Gwen asked.

"Yeah I know where Morbius lives." Ant-Man said. Thankfully it didn't take long for them to reach their destination. When the got there however they found a man who was presumably Dr. Morbius kissing a brown haired college aged girl in his doorway. Gwen loudly cleared her throat to get the pair's attention.

The two of them broke apart blushing. It was quite obvious that something less than ethical was going on here. Given the girl's age and attire she was likely a rich student and not a lady of the night.

"We're sorry to interrupt your… liaison Dr. Morbius but we need to talk to you about the disappearance of Dr. Curtis Connors," Ant-Man said diplomatically. Well maybe _he_ was but Gwen sure as hell wasn't. This needed to be reported.

"I see," Morbius said slowly with a thick Greek accent, "Ms. Frost please go inside so that I may talk with Ant-Man and Spinnerette in private." The girl frowned.

"Michael, you've never been so formal with me outside of the classroom, whatever these two have to say they can say in front of me as well." She said.

"Emma please, if these two told anyone what they've just seen I could lose my job and your father would never let me anywhere near you again.. I love you, I'm asking you to go inside for the good of both of us. Perhaps if I cooperate they will not turn us in."

"We shouldn't have to barter for cooperation! A man's life is at stake!" Gwen snapped.

"Let me make this simple for you Spinnerette," Emma said, "I'm a telepathic Mutant, I could erase your memory of this entire exchange from your minds if I so desired and you would leave here without the copies of Connors' research you are after. Michael doesn't like me using my powers in such a way, but I wouldn't hesitate to do so in order to keep our love safe. The only way to get what _you_ want is to give me what _I_ want."

Gwen growled in frustration. This kind of bartering went against everything she believed in, but this was about more than just ethics. Dr. Connors was truly in danger and needed help only these notes could provide. Most of all though for Gwen this was about Peter Parker. If Dr. Connors could perfect his process maybe he could give Peter his life back.

For Peter Parker Gwen Stacy, and by extension Spinnerette, could bend her moral code, just a little bit. "Alright, you win." She relented with a sigh.

"You want to help Curt, I know this because you are heroes, so I will trust you and bring you the notes. I apologize for Emma's behavior but I'm sure you can understand why she would be so defensive." Morbius said.

"We understand Dr. Morbius. Thank you for your cooperation. Rest assured, your secret is safe with us." Ant-Man said. Gwen cringed as she was forced to not expose this two. There was no point in attempting any sort of duplicity with a psychic likely scanning their minds for any sign of such. Gwen believed Emma simply because being a Mutant telepath was too specific to be a bluff.

Not too much later Morbius came out with the required notes and handed them to Ant-Man. "Please help Dr. Connors in any way you can. I know he's in trouble but I cannot say I know which kind." With nothing more to say Morbius and Frost entered the house to do who knows what.

"Well I'm going to go to a place where I can go over these notes and see if I can't find a cure for Connors."

"Good luck Dr. Pym, and may I say it's an honor to meet you; you've always been a personal hero of mine. As for me, I'm going to hit the sewers and see if I can't catch the Lizardman himself." Gwen said with an evil smirk. Pym just gaped at her.

"Spinnerette, how did you figure out my identity?"

"The Pym particles gave it away. Who else would use something with that name? Don't worry I won't tell anyone, and no, I'm not telling you who I am, you'll have to figure that out on your own." Dr. Pym chuckled at her.

"Fair enough, that _was_ a rather dim slip on my part," He said chuckling, "Best of luck on your end Spinnerette. If you do manage to catch Connors bring him to my lab. Since you're a shall we say admirer of mine, I trust you know where that is?" Gwen simply nodded and the two parted ways.

* * *

The sewers were no place for a spider, or at least that's what Gwen thought. For one they smelled, but being filled with sewage that wasn't much of a surprise. More than that the walls were so slick she couldn't stick to them. So instead of avoiding the brunt of it she had to slog through an honest to goodness river of shit. Being a superhero was a dirty job, but someone had to do it.

She didn't even know what she was doing down here. She had no idea where the Lizardman was and the New York City sewer system was as big as, well, New York City. Gwen knew she could be searching down here for hours and never get any closer to finding Dr. Connors. So really what _was_ she doing down here other than probably contracting some nasty disease?

Even if she found the Lizardman what was she going to do exactly? She didn't know if he had any sort of powers or how strong it was so she was basically going in completely blind in an environment that completely favored her opponent. Not to mention she had to worry about more than just the Lizardman there was also that group of secret agents to deal with as well.

"Who would've thought that a spider bite would make my life so weird?" She mused. Mutants, Lizardmen, secret agents, just what else was the world going to throw at her? This stuff was going to drive her nuts.

Gwen's ears perked up as she heard a gunshot. Those weren't exactly common down in the sewers so she was pretty sure she had found the Lizardman and those S.H.I.E.L.D. guys as well. Well looks like it was time to jump it into action. The acoustics of the sewers made it hard to tell which direction the gunshot came from.

Thankfully there were multiple shots going off. So she was able to start heading in the right direction. When she got within visual range the sight wasn't pretty, the bullets were bouncing off the Lizardman's hide. The S.H.I.E.L.D. agents were beginning to show signs of fear, retreating as their weapons proved ineffective.

Gwen was by no means a fan of these secret agents who possibly worked for the Soviets and wanted to do God knows what to Dr. Connors, but she wasn't going to sit by when people were in danger either. So she climbed up on to the sewer wall, which was rather difficult to stick to due to some unidentified sludge and made her way toward the battle, trying desperately not to recoil at the feeling of whatever it was she was crawling through.

She'd lost sight of the Lizardman, the creature having disappeared beneath the murky waters of the sewer so she stayed put and tried to wait for an opening. Her prey burst through the water grabbing one of the S.H.I.E.L.D. agents from below. It was clear that he planned to rip the man in half like children would a wishbone at Thanksgiving. Seeing her opening Gwen leapt off the wall and sailed toward the Lizardman with a kick.

The blow connected but instead of flooring her target like Gwen had expected it to it only staggered the Lizardman, who mercifully dropped his would-be victim. Landing with a splash in the sewage Gwen quickly swam over and saved the dropped man from the most disgusting drowning ever.

Unfortunately she was now in the water and the Lizardman was less than pleased about being attacked so his attention was entirely on her. When in the water her opponent was fast than Gwen thought possible for a human or lizard. He hit her over and over again with force akin to that of a speeding freight train. She knew she had to get to the surface or it was light's out for her career as Spinnerette and far more distressing, her life.

Mercifully she sank to the bottom, which gave her some traction so she could kick off with all her strength and make a break for the surface. Her muscles protested at this, especially given the punishment her body had already gone through courtesy of the Lizardman but she didn't much care about such in a life or death situation, nor did she care about the concrete that shattered beneath her feet.

Gwen gasped as her head poked out of the water. The air still tasted like rancid excrement, but after thinking she might never breathe again even _that_ was like sweet nectar to her lungs. The Lizardman wasn't far behind as he popped up right in front of her. Gwen swam as fast as she could for the dry part of the sewer and barely made it up on to dry land with the reptilian monster on her heels.

She turned and punched the Lizardman square in the jaw. He stumbled slightly but was otherwise unaffected. In fact he almost seemed to be _smirking_ at her. When he spoke it only confirmed that suspicion. "Thank you, may I have another?" As expected the voice was hissing and snake-like but she was surprised at how well the Lizardman could speak English. She would have thought that the transformation would've impaired his intelligence to some degree, but that didn't appear to be the case.

Gwen knew she had bigger problems however, as she'd just hit the Lizardman as hard as she could and he'd barely felt it. "_What's the point of having super strength if I can't knock out anyone I fight?"_ She thought, rather inappropriately given the dire circumstances she was in. She felt her reptilian opponent grab her arm and begin squeezing slowly. The sadistic bastard was obviously trying to break it and was enjoying her pain. She hoped Connors wasn't like this in his human form, otherwise she'd have to seriously have to reconsider asking him to help Peter.

She tried everything she could to break his grip but the Lizardman was just too strong for her. She needed help, of course she wasn't liable to get it considering she'd made enemies of the half dozen secret agents who were also down here, and most of them were cowering in fear of the Lizardman anyway.

All except one. Gwen watched in astonishment as Agent Phil Coulson jumped on to the Lizardman's back and pistol whipped him on the crown of the skull. That combined with a well timed kick to the chin from Gwen was enough to daze the monster into letting go of her arm.

Gwen immediately did a backflip on to the wall of the sewer and watch as Coulson slipped off of the Lizardman's back. "Why would you help me, I'm trying to stop you from completing your mission." Gwen pointed out.

"I helped you because you're not a bad person Spinnerette." Coulson said. Unfortunately for him the Lizardman had recovered from his dazed state and had focused on Coulson, wrapping him in a tight bearhug. Gwen was sure she heard a couple ribs snap. Not wanting to see anyone die today Gwen shot some webbing into the Lizardman's eyes. As expected he immediately began to try and claw it out. Thus Coulson was now free from his grip.

"Get out of here and get him medical attention!" Gwen snapped at the other agents. "I have no chance of beating this thing while I have to worry about keeping you safe." One of them nodded and helped Coulson to his feet. The agents quickly filed out of the area, leaving Gwen to take care of the alligator in the room.

Jumping back off of the wall and toward the thrashing Lizardman Gwen took a deep breath and readied herself for combat. She unloaded into her blinded opponent with fast and punishing blows, giving it every ounce of strength she had. Even so the Lizardman wouldn't go down. The Lizardman managed to get a couple blind hits with his caws, cutting Gwen up in several places.

Gwen's Spider Sense went off and she had to jump over the Lizardman's tail. Out of impulse she grabbed it and swung him around before throwing him into the ceiling with a herculean effort. The impact made the tunnel ring like a bell. Now unconscious the Lizardman reverted to his human form. Gwen panted trying to catch her breath, only to hear guns cocking.

She looked up to find four of the S.H.I.E.L.D. agents were back. This was just great, she wasn't even sure if she could fight them right now. She was just so _exhausted_ right now.

"Thank you for doing our work for us Spinnerette." One of them said. This was just great, these clowns had her dead to rights. Suddenly the agents were being tossed around by some unseen force. They were quickly dispatched and their assailant was revealed to be Ant-Man who was now at human size.

"Are you alright Spinnerette?" He asked,

"I'll be fine, but how did you find me?" Gwen asked.

"I was able to make a cure for Connors and I saw Coulson and another agent coming out of the sewers. I'll carry Connors, you can rest up at my lab." Ant-Man said. Gwen just nodded and the two of them left the sewers.

The sewers were no place for a spider, or at least that's what Gwen thought. For one they smelled, but being filled with sewage that wasn't much of a surprise. More than that the walls were so slick she couldn't stick to them. So instead of avoiding the brunt of it she had to slog through an honest to goodness river of shit. Being a superhero was a dirty job, but someone had to do it.

She didn't even know what she was doing down here. She had no idea where the Lizardman was and the New York City sewer system was as big as, well, New York City. Gwen knew she could be searching down here for hours and never get any closer to finding Dr. Connors. So really what _was_ she doing down here other than probably contracting some nasty disease?

Even if she found the Lizardman what was she going to do exactly? She didn't know if he had any sort of powers or how strong it was so she was basically going in completely blind in an environment that completely favored her opponent. Not to mention she had to worry about more than just the Lizardman there was also that group of secret agents to deal with as well.

"Who would've thought that a spider bite would make my life so weird?" She mused. Mutants, Lizardmen, secret agents, just what else was the world going to throw at her? This stuff was going to drive her nuts.

Gwen's ears perked up as she heard a gunshot. Those weren't exactly common down in the sewers so she was pretty sure she had found the Lizardman and those S.H.I.E.L.D. guys as well. Well looks like it was time to jump it into action. The acoustics of the sewers made it hard to tell which direction the gunshot came from.

Thankfully there were multiple shots going off. So she was able to start heading in the right direction. When she got within visual range the sight wasn't pretty, the bullets were bouncing off the Lizardman's hide. The S.H.I.E.L.D. agents were beginning to show signs of fear, retreating as their weapons proved ineffective.

Gwen was by no means a fan of these secret agents who possibly worked for the Soviets and wanted to do God knows what to Dr. Connors, but she wasn't going to sit by when people were in danger either. So she climbed up on to the sewer wall, which was rather difficult to stick to due to some unidentified sludge and made her way toward the battle, trying desperately not to recoil at the feeling of whatever it was she was crawling through.

She'd lost sight of the Lizardman, the creature having disappeared beneath the murky waters of the sewer so she stayed put and tried to wait for an opening. Her prey burst through the water grabbing one of the S.H.I.E.L.D. agents from below. It was clear that he planned to rip the man in half like children would a wishbone at Thanksgiving. Seeing her opening Gwen leapt off the wall and sailed toward the Lizardman with a kick.

The blow connected but instead of flooring her target like Gwen had expected it to it only staggered the Lizardman, who mercifully dropped his would-be victim. Landing with a splash in the sewage Gwen quickly swam over and saved the dropped man from the most disgusting drowning ever.

Unfortunately she was now in the water and the Lizardman was less than pleased about being attacked so his attention was entirely on her. When in the water her opponent was fast than Gwen thought possible for a human or lizard. He hit her over and over again with force akin to that of a speeding freight train. She knew she had to get to the surface or it was light's out for her career as Spinnerette and far more distressing, her life.

Mercifully she sank to the bottom, which gave her some traction so she could kick off with all her strength and make a break for the surface. Her muscles protested at this, especially given the punishment her body had already gone through courtesy of the Lizardman but she didn't much care about such in a life or death situation, nor did she care about the concrete that shattered beneath her feet.

Gwen gasped as her head poked out of the water. The air still tasted like rancid excrement, but after thinking she might never breathe again even _that_ was like sweet nectar to her lungs. The Lizardman wasn't far behind as he popped up right in front of her. Gwen swam as fast as she could for the dry part of the sewer and barely made it up on to dry land with the reptilian monster on her heels.

She turned and punched the Lizardman square in the jaw. He stumbled slightly but was otherwise unaffected. In fact he almost seemed to be _smirking_ at her. When he spoke it only confirmed that suspicion. "Thank you, may I have another?" As expected the voice was hissing and snake-like but she was surprised at how well the Lizardman could speak English. She would have thought that the transformation would've impaired his intelligence to some degree, but that didn't appear to be the case.

Gwen knew she had bigger problems however, as she'd just hit the Lizardman as hard as she could and he'd barely felt it. "_What's the point of having super strength if I can't knock out anyone I fight?"_ She thought, rather inappropriately given the dire circumstances she was in. She felt her reptilian opponent grab her arm and begin squeezing slowly. The sadistic bastard was obviously trying to break it and was enjoying her pain. She hoped Connors wasn't like this in his human form, otherwise she'd have to seriously have to reconsider asking him to help Peter.

She tried everything she could to break his grip but the Lizardman was just too strong for her. She needed help, of course she wasn't liable to get it considering she'd made enemies of the half dozen secret agents who were also down here, and most of them were cowering in fear of the Lizardman anyway.

All except one. Gwen watched in astonishment as Agent Phil Coulson jumped on to the Lizardman's back and pistol whipped him on the crown of the skull. That combined with a well timed kick to the chin from Gwen was enough to daze the monster into letting go of her arm.

Gwen immediately did a backflip on to the wall of the sewer and watch as Coulson slipped off of the Lizardman's back. "Why would you help me, I'm trying to stop you from completing your mission." Gwen pointed out.

"I helped you because you're not a bad person Spinnerette." Coulson said. Unfortunately for him the Lizardman had recovered from his dazed state and had focused on Coulson, wrapping him in a tight bearhug. Gwen was sure she heard a couple ribs snap. Not wanting to see anyone die today Gwen shot some webbing into the Lizardman's eyes. As expected he immediately began to try and claw it out. Thus Coulson was now free from his grip.

"Get out of here and get him medical attention!" Gwen snapped at the other agents. "I have no chance of beating this thing while I have to worry about keeping you safe." One of them nodded and helped Coulson to his feet. The agents quickly filed out of the area, leaving Gwen to take care of the alligator in the room.

Jumping back off of the wall and toward the thrashing Lizardman Gwen took a deep breath and readied herself for combat. She unloaded into her blinded opponent with fast and punishing blows, giving it every ounce of strength she had. Even so the Lizardman wouldn't go down. The Lizardman managed to get a couple blind hits with his caws, cutting Gwen up in several places.

Gwen's Spider Sense went off and she had to jump over the Lizardman's tail. Out of impulse she grabbed it and swung him around before throwing him into the ceiling with a herculean effort. The impact made the tunnel ring like a bell. Now unconscious the Lizardman reverted to his human form. Gwen panted trying to catch her breath, only to hear guns cocking.

She looked up to find four of the S.H.I.E.L.D. agents were back. This was just great, she wasn't even sure if she could fight them right now. She was just so _exhausted_ right now.

"Thank you for doing our work for us Spinnerette." One of them said. This was just great, these clowns had her dead to rights. Suddenly the agents were being tossed around by some unseen force. They were quickly dispatched and their assailant was revealed to be Ant-Man who was now at human size.

"Are you alright Spinnerette?" He asked.

"I'll be fine, but how did you find me?" Gwen asked.

"I was able to make a cure for Connors and I saw Coulson and another agent coming out of the sewers. I'll carry Connors, you can rest up at my lab." Ant-Man said. Gwen just nodded and the two of them left the sewers.

* * *

Gwen was extremely grateful that Dr. Pym's laboratory had a shower and a washer and dryer. If it hadn't there was no way she would've been able to get cleaned up, as it was she'd had to grab her civilian clothes so she'd have something to change into. She really shouldn't have been surprised that the lab had these things, after all when working with chemicals accidents happen.

She quickly dried off when she was finished. She still thought she smelled a little, but she was far better than she was before. Gwen then solemnly swore that she would never go into the sewers again.

She got dressed in her street clothes and Spinnerette mask, just to be safe, and made her way out into the main lab where Ant-Man and a now awake Dr. Connors. Gwen noticed that Connors' left arm was missing, she knew he had it when she fought him. He seemed to notice her stare and spoke.

"I lost my arm in World War II, I injected myself with the serum that made me the Lizardman in an effort to get it back. The cure took away the restored limb, it basically restored me back to where I was before this started." He said.

"But the serum worked." Gwen noted.

"With obvious, and dangerous side-effects." Hank Pym said.

"Well, yes, but if he could fix that it would be amazing." Gwen said.

"I'm afraid that won't be happening Spinnerette." Connors said, "There's no safe way to test the serum, even if I used it in rats there's a possibility of creating more creatures like the Lizardman. Even with Ant-man's cure that's too big of a risk because it would have to be finetuned for different species and we can't risk lizard-rats getting out."

"So basically one of the greatest discoveries in human history is going to have to be scrapped because it's too dangerous." Gwen muttered. She felt bad about being bitter about this because she knew that Dr. Connors was right, but she'd really been hoping to use this treatment to cure Peter of his paralysis.

"That's about the size of it I'm afraid." Pym said. "By the way Dr. Connors, have you ever heard of an organization called S.H.I.E.L.D.?" Connors paled considerably at the mention of the organization.

"Oh I've heard of them. They're a secret agency that's part of the United States government. They're rather interested in super weapons and other scientific breakthroughs that they can use to tip the scales of the Cold War in our favor. They were interested in my research for the ability to quickly heal soldiers and get them back on the frontlines. I''m sure they know about the Lizardman which means they'll be even more interested now, because of the powers my formula gave me."

"So they _were _U.S. agents, that's just wonderful. I've made an enemy of my own government." Gwen said sourly.

"We did the right thing Spinnerette, if Coulson and S.H.I.E.L.D. had gotten a hold of Connors there's no telling what they would've done to him. Yes the Soviet Union is our enemy and a threat to the country like none they've ever seen, but S.H.I.E.L.D would've locked up an innocent man and experimented on him, with no intention of helping him with his condition while actively spreading it to others in an effort to win a war. That is unacceptable." Pym said.

"I'm not questioning the morality of what we did, I'm questioning the _sanity_ of it. What's to stop S.H.I.E.L.D. from coming after Connors again? They want him and his research and now he's not a superhuman Lizardman who can shrug off bullets. We can't protect him every minute of every day so _do _ we do?" Gwen asked.

"I'll have to leave the country, as quietly as possible. I'll take my family with me. I've always wanted to visit Wakanda and learn about their medical technologies." Connors said.

"Are you sure you can slip under the radar long enough to do that?" Pym asked.

"It's the only chance I have, I may have make some shady deals but if it means being with my family and keeping them safe then it's a sacrifice I'm willing to make." Connors said. There wasn't much more to say after that so Gwen grabbed her now clean costume, and changed back into it out of sight of the two men.

"I'd better get going. I need my sleep after all, a teenage girl has a busy life you know."

"It was a pleasure working with you Spinnerette, perhaps we can do it again some time?" Ant-Man asked.

"I'd be honored Ant-Man." She replied.

"Thank you for helping me Spinnerette." Connors said.

"Think nothing of it, that's what heroes do." She said, As she spoke the words Gwen felt guilty because this whole adventure had started for less than heroic reasons. She'd really only gone after the Lizardman because of its connection to Connors and the hope that Connors could cure Peter.

Now that it was all said and done Peter was still going to be stuck in a wheelchair, the Lizardman would likely fade into the realm of urban legends, and she'd made an enemy of a secret government agency. On the other hand, she'd helped a man who desperately needed it and gotten to work alongside her personal hero, she'd even managed to impress him. All in all the night was a bit of a mixed bag.  
In the end though, Gwen would've done the exact same thing again if given the chance. Yes, it was going to make her life as Spinnerette infinitely more complicated, but it had been the _right_ thing to do. That was more important. She'd find another way to help Peter and she'd continue to be the best hero she could be.

* * *

Eugene "Flash" Thompson was pretty much your stereotypical jock if there ever was one. He was the star quarterback of his high school football team and cared little for books and school. Yet here he was in the last place people would ever expect him to be: the library.

He'd been coming here every day for weeks now and people were noticing. His teachers were happy as his grades had improved considerably, but his social life had suffered. Not that Flash seemed to care about his social life these days. His coach was threatening to kick him off the team because he wasn't focusing in practice, but again Flash just couldn't bring himself to care.

None of that seemed to matter to him anymore. He spent all his time studying to the point where people were beginning to call him a nerd. Not to his face mind you, not where they thought he could hear. After all he could still bench press just about any given kid in the student body. He knew it was happening though, he heard the whispers.

Flash was drawn out of his musings by a tap on the shoulder. He turned to find his girlfriend Liz Allan standing behind him. He gave her a weak smile. "Hey Liz, what's up?" He asked.

"I'm having a party at my house tonight, do you want to come?" She asked.

"Sorry, I can't, I need to study." He said. Liz's eyes grew a little colder.

"What's gotten into you lately Flash? You've been acting like… Parker." She said the last word quietly. The name Peter Parker was a bit of a taboo in their school these days. Everyone knew about the tragedy that had happened to their classmate. Peter Parker was a nerd, he hadn't been popular, but no one thought he deserved that.

"There are worse people to be like. Peter Parker is a hero. I keep asking myself if I would've had the guts to do what he did. Would I be able to take a bullet for someone I care about? I don't think I would be. People call be a hero because I'm a football star, but I'm no Peter Parker."

"What happened to Peter was horrible, but it was a fluke. It won't do you any good to dwell on it. No one's expecting you to take a bullet Flash, you need to relax." Liz said. Flash shook his head.

"I know no one is expecting me to Liz, that's not the point. Whether it's healthy for me or not I keep asking myself what I would do if what happened to Parker happened to me. Honestly it'd be bad. Parker has his brains to fall back on, me I'm _just_ a football star. If something were to make it so I couldn't play anymore my future would be completely gone, unlike Parker's. I need to make big changes Liz, I've even decided to quit the football team so I can focus on my studies."

"Flash are you sure you want to do that? You know what it will do to your social life right? It's practically social suicide." Liz warned.

"Why should I care what the kids at our school think? Peter Parker was smarter and braver than all of us and they shunned him, _I_ shunned and bullied him because he didn't do what 'normal' kids like to do. I want nothing more than to go to his house and beg his forgiveness for the way I treated him, but I'm too afraid to because I know I don't deserve it. I've been a horrible person Liz." As he spoke these words Flash Thompson broke into tears.

Liz Allan was not known for her empathy, but upon seeing her boyfriend cry she wrapped him up in a hug. "Forget the party, I'm going to stay here with you Flash, you obviously need the company."

"Thanks Liz." At that moment Flash vowed to be a better person, one who could one day look Peter Parker in the eyes and apologize for all he'd done. To be someone with a future outside of sports, and he'd be taking Liz along for the ride if he could help it.

* * *

"I'm telling you, aliens are real. I killed two of them with a shotgun when I was a kid." Carol Danvers, head of security at NASA tried her best to ignore the trainee astronaut who was trying to talk to her. This kid had a reputation for being nuttier than a fruitcake as they say. She couldn't even remember how this conversation had gotten started.

"Will you cut it out, no one believes that story." She snapped.

"I don't care if anyone believes it, it's true. Ever since that day I've known, known that my destiny is somewhere up there among the stars." He said. Carol gave a slow sarcastic nod.

"Sure it does. Look Quill, you're a good pilot. Hell, you're a damn good pilot, but if you keep talking like that NASA is _never _going to send you into space. You've had to fight the odds to get here as it is, don't blow it with your Buck Rogers stories okay? People are starting to think you're a little nuts. If you're not of sound mind they won't send you up into space." Carol kind of liked Quill, in a purely friendly sense, to be honest, despite how crazy his stories were.

Carol had been raised in a family that held hard work above all else and if there was ever a story about hard work paying off it was Peter Quill's. From what she'd been able to gather Peter's father had left his mother shortly after he was born. Then his mother died when he was young so he'd been tossed in an orphanage.

To think that he'd worked his way from living in an orphanage to being one of NASA's top prospects said a lot about the guy. He was certainly driven, and from what Carol had seen so far, certainly out there, even for a brash eighteen year old hotshot pilot.

"Bah, you believe what you want. I _know_ I'm not making it up. There are billions of stars out there, with who knows how many planets. Is it really that hard to believe that some kind of intelligent life exists on at least one of them?" Quill asked.

"No, it's hard to believe that two of them landed on Earth and killed your mother before you killed them with a twelve gauge when you were eight." She retorted. This story had proliferated through the rank and file but hadn't reached the ears of the top brass as of yet. It had earned Peter Quill the less than flattering nickname of Star-Lord. Carol wasn't quite sure how that one had gotten started, but she suspected the meaning of the name had something to do with Quill always having his head in the clouds. Typical of his bravado Quill had taken the disparaging nickname in stride and wore it like a badge of honor.

"Well, when you put it like that it _does_ seem kind of far-fetched…" Quill said with a chuckle as he began scratching the back of his head.

"No, it sounds _insane_. I'm no expert on flying rockets kid but I know you're talented. I'd hate to see that talent go to waste because you're too caught up in your little sci-fi adventure, understand?"

"Yeah, I see what you're saying. That said, mark my word Danvers. One day I will get up into the stars and when that happens, I'm going to rule the skies."

"Yeah well, you're going to have to come back down to Earth for the time being Star-Lord. With Stark still missing we've had to halt construction on our rockets because we can't consult him on any bugs. Believe me, the brass want to get into space as badly as you do. The space race is still on after all. Both us and The Soviets are still chafing at the fact that Reed Richards and his gang of beat them into space."

"Richards is an American citizen though, doesn't that mean we won the space race?" Quill asked. Carol shook her head at his naivety.

"If only it were that simple. You see Richards' little expedition wasn't government funded. If the government didn't do it as far as our leaders and the Soviets are concerned it doesn't count."

"That's about the dumbest thing I've ever heard." Quill snarked.

"I agree." Carol said.

"Well, I've got more training to do so I'd better go. I guess I'll see you around Ms. Danvers." Quill said.

"That you will Star-Lord."

Peter Parker was quite nervous about the current situation. His new attorney Matt Murdock had shuffled his aunt and uncle out of the room after agreeing to help fight for his educational right for free. They were now with his partner a man named Foggy Nelson going over the particulars of the arrangement, leaving Peter alone with him.

"Why did you take my case for free Mr. Murdock?" Peter asked the first question that came to mind rather than let silence prevail. The lawyer smiled at him.

"Why did I take your case? That's simple Peter, because you and I are the same." He said tapping the sunglasses he wore over his eyes. "I wasn't always blind you know. When I was even younger than you I pushed an old man out of the way of a truck, and as fate would have it some of the truck's cargo fell out and landed on me. It had been carrying radioactive materials that got in my eyes and blinded me. From what I understand your story is similar yes?"

Peter nodded, he wasn't sure why, it wasn't like Murdock could see him nod. "I pushed my uncle out of the way of a man trying to rob our house. The robber had a gun; I'm sure you can figure out the rest." This time it was Murdock who nodded.

"I heard heard something about that yes. I like you Peter, I like you because you're like me. You didn't think, you didn't let fear overtake you. You just acted and saved a man's life. Peter Parker people like you and me, we're real daredevils. We have to watch each others backs."

"I understand. Thank Mr. Murdock." Peter said.

"Please Peter call me Matt, I want us to be friends. There's no need to be so formal." The lawyer said.

"Okay, thank you Matt." It felt odd to call an adult by just their first name but it was what he wanted so Peter would respect his wishes.

"Now then on to the real business at hand. I've read your transcripts Peter, I had them transcribed into braille so I could get to know a little more about you. I have to say I'm impressed, from what I can tell you really have a gift for academics. I can tell you were going to go places in life before your accident. I'm going to do everything in my power to make sure you are still able to do things you wanted to do. I'm going to get you back into school if it's the last thing I do."

"I appreciate that Matt, my whole family does. Still we know this is going to be a lengthy legal process. At least let us pay your starting fee so you don't go bankrupt over me." The blind man just shook his head.

"I can't take your family's money Peter. I can't take it and sleep at night at least. I know Foggy will probably pitch a fit when you and your aunt and uncle leave, but I have to do this my way. You're already down on your luck kid. I'm not going to make it worse by taking advantage of your situation."

"I don't want pity." Peter snapped.

"It's not pity, it's empathy. I know this is going to be a long hard fought legal battle Peter." Murdock sighed and paused for a moment before continuing, "My father was a prize fighter of some renown. Blattlin' Jack Murdock they used to call him. He used to tell me. It didn't matter how many times you got knocked down so long as you got back up. Sometimes though you get knocked down a little too hard and you need someone to peel you off the canvas and drag you back to the corner. Then you get back up and win the next fight. That's where you are right now Peter. I'm trying to help you up so you can win your next fight. Will you let me?"

Peter let those words sink in for a moment before coming to a decision. "Yes Matt, I'll let you help me." Murdock smiled once more and extended a hand. Peter took the hand and shook it.

"Peter I think this is going to be the start of a beautiful friendship."


	4. Chapter 4: Scorpion's Sting

Disclaimer: I don't own Spider-Man or any other Marvel Properties that appear in this fanfiction.

Author's Note please note that as with all fanfiction I am taking certain creative liberties. Characters may appear sooner than in canon, in a different role or not at all.

**The Spectacular Spinnerette**

**Chapter 4: Scorpion's Sting**

A jail cell was the last place Frank Castle saw himself ending up, but here he was. Kind of ironic for a captain of the NYPD, or rather a _former _captain, he doubted he held that title anymore after what he'd done. He didn't regret it though, only that he'd gotten caught.

Frank blinked in surprise when the door of his cell opened, a guard was now standing in the doorway. "Castle, you've got a visitor." The man did nothing to hide the disgust in his voice as he addressed Frank. No one had much love for a cop gone rogue after all.

Frank wondered who would be visiting him, he had no family left after all. He didn't bother asking the guard, he likely wouldn't tell him, so he just stayed put as the man slapped a pair of manacles on him and led him to the visitation area. When he got there he found a man with a grey flat top and black mustache waiting for him. Judging by his finely tailored blue suit the man was well off.

"Mr. Castle I'm J. Jonah Jameson." The visitor said introducing himself. Frank had heard of him of course. Jameson was a newspaper mogul and owner of the _Daily Bugle._

"Good for you, what does a bigwig like you want with me? I would think someone like you wouldn't want to associate with criminal scum like me. You of all people must know what I did." Frank said.

"Of course I know what you did Mr. Castle, my paper reported on it. You attempted to kill two accused mobsters on the court steps after they'd been acquitted. You were quickly taken down by your fellow officers and convicted." Jameson said.

Frank shut his eyes as tightly as he could, trying to drive away the memory of that day in Central Park, the day his entire family was cut down because they happened to be in the wrong place at the wrong time. His wife Maria, daughter Lisa, and his son… Little Frankie had only been three years old, but those monsters hadn't cared. They couldn't have any witnesses to their mob killing after all.

It was a miracle that even Frank had survived. No, not a miracle, a curse. There wasn't a day that he didn't wish he'd died that day alongside his family. The NYPD had done everything in their power to bring the bastards in. George Stacy himself had led the charge and God himself knew there wasn't a better cop in the city than that man.

In the end though it hadn't been enough. The criminal underworld had its claws firmly entrenched in the legal system. Frank couldn't prove it but he was positive that the judge, jury and DA had all been bought off so that those animals could walk free. He'd seen the writing on the wall before anyone else so he'd tried to take the law into his own hands.

Now he was here and those bastards were walking free, the bitter irony wasn't lost on him. Despite himself Frank could feel the tears running down his face. "They killed my family! They killed my family and _walked free_! The system is broken Mr. Jameson, that's why I did what I did. People my think I'm a monster but the _real_ monsters are still out there."

"I'm sorry for your loss Mr. Castle truly I am. I want to help you make it right. I have influence in many places, I can get you out of here and give you enough power that not only will you be able to take out the monsters who killed your family, but everyone who ever helped them." The newspaper man's tone was certainly sympathetic, but Frank hadn't been born yesterday. Such offers always came with strings attached.

"What's the catch?"

"Let's just say there are some other monsters I want you to deal with, but by the time I'm done no one will be able to stop you. Not even this city's so-called heroes." Jameson said.

Frank's eyes widened as he realized what Jameson wanted him to do. The man planned on using Frank and his vendetta against crime to draw out the costumed characters that had been popping up and have him kill him. He was little more than a means to an end to this man, but at the same time, did it even matter as long as he got his revenge?

"You say no one will be able to stop me from getting the bastards who killed my family?" He asked.

"I guarantee it." Jameson said with a smirk. He knew he had Frank.

"You've got yourself a deal Mr. Jameson." Frank Castle was being used, he had no illusions about that, but he didn't _care_. Sometimes in order to get rid of monsters you had to make a deal with the devil.

* * *

Raven Darkholme had taken great pains to make sure no one knew who she really was, even for a shapeshifter such as herself. So the fact that the man in front of her had managed to find her in her Los Angeles home was impressive to say the least. Normally she would deal with such intruders with extreme prejudice, but she had heard of this one. A fight with him would not end well for her, so she would hear what he had to say.

"Erik Lehnsherr, to what do I owe the pleasure, or should I call you Magneto, that seems to be your stage name after all." She said dryly.

"I see my reputation proceeds me Ms. Darkholme. Erik is fine. As for why I am here, one could call this a business proposition of sorts." Magneto said. Raven snorted.

"Call me Mystique, and what sort of proposition could you possibly offer me? If you know who I am than you know what I've done and who I've supported in the past. I'm surprised you can even stomach being in the same room with me." Mystique had tried to aid the Nazis during World War II so it was indeed quite the surprise when a Holocaust survivor like Magneto showed up at her door and _wasn't_ trying to murder her.

Magneto closed his eyes and clenched his fists, obviously trying to calm himself as various metal objects around the house shook. He breathed heavily for several minutes before opening his eyes. "Indeed I am aware of your attempt to aid the Third Reich in World War II, I almost didn't come here because of it, but I also know _why_ you did it and I believe we can help each other."

"You claim to know why I did what I did? Pray tell then what were my intentions?" She asked.

"That is simple my dear, you wanted to change the world, much the same as I do. I believe you were trying to avert the prophecies of your _friend_ Irene Adler, speaking of which, after I'm done here I'll be paying her a visit as well." The way Magneto put emphasis on the word friend made it clear that he knew she and Irene had been much more than just friends.

Mystique narrowed her eyes. "I see you are well informed indeed. Well then what sort of proposition do you have in mind?"

"Mutants are the next stage in human evolution, I feel it's time we take our rightful place in the world. Is that enough of a change in the way things are for you Mystique?" Magneto asked.

"The humans will not go quietly into the night, even with my skills to aid you you would need an army."

"No, not an army Ms. Darkholme, a Brotherhood. A Brotherhood to fight against Mutant oppression and claim our rights as the masters of this planet. I'm offering you a chance to be a part of that. With my power and your skills we could easily bring many Mutants to our cause and bring the humans to heel. Of course the choice is yours." Magneto said.

"Why not? I was getting bored anyway."

* * *

Takuya Yamashiro blinked in incomprehension at what the old man in front of him was saying. It didn't make any sense. Takuya wasn't even sure why his father let this crazy white man into their house. Now the old man wanted Takuya to leave with him.

"Now, uh, Mr. Sims. Let me see if I'm understanding this right. When I went to that exhibition on radioactivity at ESU and that spider bit me on the ankle, it gave me spider powers and now I have to hide in some magical bunker because a bunch of hunters from another dimension are going to come after me?"

"That's about the size of it, yes, and call me Ezekiel." The man said.

"Well Ezekiel," Takuya said in a tone that was a far cry from diplomatic, "To be honest I think you're nuts. I know some crazy stuff has happened to me lately but this is just unbelievable." The Japanese young man stared at his hands, webbing had been coming out of his fingertips lately. He'd accidently webbed up his siblings Shinko and Takuji. He needed to learn how to control these powers.

"I understand that this is a lot to take in, but I only wish to protect you from what's coming for you." Ezekiel said.

"I am a man of science Mr. Sims. I find all this talk about totems a little hard to swallow." Takuya's father, Dr. Taichi Yamashiro said. True, his father was just an astronomer but he still firmly believed in the scientific grounding of the universe.

"Does this spider bite that gave Takuya his powers have anything to do with that new hero that's been swinging around the city? You know, Spinnerette." Shinko asked his sister was four years his junior at eighteen years old.

"Yes, Takuya and Spinnerette were bitten by the same spider." Ezekiel confirmed.

"Does that mean my big brother is going to be a superhero like Spinnerette?" Takuya smiled weakly at Takuji's bubbly attitude. His little brother was only seven, he didn't understand what was going on.

"Not if this guy has anything to say about it." He muttered rubbing his little brother's head, "So tell me, why are you trying to put me in a bunker and not Spinnerette? Surely if you can find me you can find her."

"I would put her in a bunker as well only she would be too high profile. In addition your safety is much more pressing. There's something special about you, your scent is _much_ stronger. Morlun will come for you long before he comes for Spinnerette." Ezekiel replied.

"I will not let you lock my son away! We have been through enough that to last a lifetime!" Dr. Yamashiro shouted. Takuya winced at his father bringing _that_ up. Takuya and his parents had spent four years of their lives in a Japanese internment camp during World War II, Shinko had been born there. Takuya had been so young at the time that he could barely remember the camp but what he did remember was far from pleasant.

Ezekiel sighed, "I know this is difficult for you, but I am asking Takuya to do this not only of his own protection but for that of your entire family. Morlun will kill whoever he needs to in order to get to Takuya."

Takuya studied the strange man that was Ezekiel Sims. For some reason he actually _believed_ the crazy old white man. If it meant protecting his family he would do whatever he had to. "I'll go with you Ezekiel."

"No Takuya you can't! I forbid it." His father said.

"I don't want to do it father, but I feel this man is telling the the truth. I must go, I will not put our family at risk for my sake." Takuya said firmly. His father merely nodded in response.

It was then that Takuya thought of something or rather someone, that needed to be taken care of. His girlfriend Hitomi Sakuma. Hitomi was trying to making a living as a freelance photographer and had recently taken up trying to get pictures of Spinnerette has her big break, after all the only one who had managed to do that before was Eddie Brock and he only got the one.

"Shinko, tell Hitomi that I love her and that I'm sorry I had to leave. Obviously you can't tell her what really happened, but try to comfort her." Takuya's emotions got the better of him as it finally sank in that he would most likely never see all the people he loved and cared about ever again. Tears fell freely from his eyes, he didn't care how embarrassing it was right now.

"I'll tell her Takuya." Shinko assured him, she and their father were both cry as well. Takuji really didn't understand what was happening, "We love you Takuya."

"I love you all." He replied.

"I'm sorry to be so rude as to break up this heartfelt goodbye, but this is truly a matter of life and death, we must go!" Ezekiel said.

"Alright, let's go." Takuya said as he steeled himself to be shut away from the world for the good of everyone he loved. He may not have been fighting crime like Spinnerette, but as far as his family was concerned Takuya Yamashiro was a hero in his own right.

* * *

Peter was surprised when his Uncle Ben poked his head into the room. He didn't usually interrupt Gwen's visits, so him doing so now meant that it must be important. "Peter, you have a visitor." He said.

Peter looked over to Gwen. "Was Kitty supposed to be coming?" When Gwen shook her head he turned his attention back to his uncle. "Who is it Uncle Ben?"

"It's that Flash Thompson boy Peter." He said gravely. Peter tightened his grip on the armrests of his wheelchair.

"What is _he_ doing here?" All the warmth in the room had been sucked out by this announcement, even Uncle Ben didn't seem too happy about Flash's arrival, of course Peter had told both his uncle and Gwen how Flash had treated him.

"He says he has something he needs to tell you. It sounded rather important." Uncle Ben said.

"I don't care what he has to say, don't let him in. I don't want Flash Thompson anywhere near me." Peter replied.

"Your Aunt May already let him in." Uncle Ben said. Of course she did. Peter loved his Aunt May, but she could be a bit _too_ hospitable at times.

"Well we might as well see what he wants then." Peter said with a sigh. Uncle Ben began moving toward him so that he could take Peter downstairs.

"Don't worry Peter, if Flash tries to start something I'll deal with him." Gwen whispered in his ear. Peter couldn't help but smile as he pictured Flash getting tossed around by Spinnerette. Soon all three of them were downstairs in the living room where Flash was waiting for them. Aunt May was in the kitchen baking something, probably more cookies.

"What are you doing here Flash? I thought even _you_ would be above picking on cripples." Peter said coolly after Uncle Ben had sat him on the couch with Gwen taking the seat next to him. He noticed that Flash looked pained, like his ribs had been bruised, a particularly rough football practice perhaps?

"I deserved that," Flash said meekly, "I treated you badly Peter and I'm sorry."

"Well if that's all you came here to say then kindly leave." Peter snapped.

"Look I'm trying to mend fences here Parker. I thought you were a better man than this." Flash stood up out of the chair he was standing in and it looked like he was going to right back to his old ways of bullying Peter, that is until Gwen stood up.

"Go ahead pal, make my day, I'll tie you in knots if you even try to lay a hand on Peter." Peter knew his friend wasn't bluffing, with her Spinnerette strength Gwen probably _could_ tie Flash Thompson in knots. Of course she'd probably also break just about every bone in the football star's body. Peter found that thought rather gratifying, gruesome, but gratifying.

A look of recognition passed across Gwen's face. "Wait a second, Flash Thompson. Eugene "Flash" Thompson. You're the son of Officer Harrison Thompson aren't you?" She asked.

"I don't see why that matters. I didn't come here to talk about my father I came here to deliver some news to Peter." Flash said.

"My name's Gwen Stacy, I'm sure you've heard of my father George Stacy. He's your dad's boss. My dad says he's a good cop, hard to believe an upstanding officer has such a creep for a son."

"Yeah well did your dad happen to mention that my dad's a drunk who takes his frustrations out on his kids? He's the one who did this to me." Flash lifted up his shirt to show that his abdomen was one giant bruise. "I bet daddy didn't know about that did he Gwen?" For a moment all was silent.

"That's abuse! I have to report this to my father." Gwen said.

"No, don't do that it will only make it worse." Flash protested.

"The police can protect you if you come forward; I'm obligated to report this crime." Gwen said.

"Like I said I didn't come here for this, I came here to deliver some news." Flash was trying to deflect away from this subject Peter knew that.

"Deliver your news Flash." Peter said.

"Do you remember a girl in our class Jessica Campbell?" Flash asked. Peter nodded, he did remember Jessica. A nice girl, she never gave him much trouble, they'd shared several classes while he was still in school.

"There was an accident Peter, Jessica's entire family died and she's in a coma. Since you were a part of our class I thought you should know."

Peter exhaled sharply. While he and Jessica hadn't exactly been friends he'd liked her well enough and this news felt like a ton of bricks slamming into his chest.

"Do you know what hospital she's at?" Peter asked.

"Yeah." Flash gave the name of the hospital.

"Uncle Ben, I'd like to go visit Jessica as soon as possible. I know she probably won't be able to hear me I'd still like to see her." Peter said.

Uncle Ben nodded. "We can go Peter, just as soon as this issue with Flash is sorted out. Gwen's right this has to be reported."

"My father will do everything in his power to make sure you and your family are safe Flash. Do you really want this to keep happening to you?" Gwen asked.

"What choice do I have? If my father goes to jail we'll have no money, my family would fall apart. This is the lesser of two evils."

Gwen shook her head. "No Flash, you don't have to go through this. My dad will think of some way to make sure your family is taken care of, I promise, but if we're going to stop your father we're going to need your testimony. Will you let me make the call?"

"Alright." Flash relented.

"Mr. Parker. I'm going to need to use your phone so I can call my dad." Gwen said.

"That's quite alright Gwen, it's in the kitchen, you might want to tell May it's a private call though, she wouldn't handle this sort of thing well." Uncle Ben said. "Let's go visit Jessica Campbell Peter, Flash doesn't need an audience for what's about to happen."

As his uncle helped him back into his wheelchair, a thought struck Peter. The Flash Thompson he'd seen today was vastly different than the one he'd known before his accident. Maybe he was trying to turn over a new leaf. One thing was certain, right now Flash Thompson needed friends. "Flash, thank you for coming to tell me about Jessica. Oh, and apology accepted."

* * *

George Stacy plopped down on the sofa with a beer in his hand. That was his third one tonight, and that worried Gwen. While her father did drink on occasion, mostly holidays and the policeman's charity ball, she'd only known him to do it lightly. So him drinking three beers in one night and at home no less was anything but a good sign.

"Are you okay Dad?" She asked. Her father turned toward her and for a moment he just _stared_ at her blankly, as if he wasn't actually seeing her. Then he let out a sigh and ruffled her hair like he used to when she was a little girl.

"No, Gwendy, no I'm not. The whole world's going to Hell." There was a slight slur in his speech indicating his drunkenness. He opened his beer and took a nice big swig from it. He must have noticed her look of concern because he continued. "Don't worry, I'll be sober by the time I have to go to work. Not that I really _want_ to go to work right now." Calling her Gwendy was also something else he hadn't done in a long time; for him to fall back on old habits like this, well something must have really been bothering him.

"What's wrong Dad?" She was hoping to get some specifics on what was bothering her father. Maybe she, or Spinnerette could help.

"The world's just going crazy Gwendy. People with strange powers showing up all over the place, be they Mutants, The Fantastic Four, that Hulk thing… Someone must have opened Pandora's Box when we weren't looking. I thought the Soviets were bad, but this? I never thought I'd see anything like this. It's like something straight out of those old pulp serials."

Gwen nodded. "I can understand that, it's got to make your job stressful, dealing with all this stuff." She understood far better than she ever had, her adventures as Spinnerette had given her a rather quick and brutal education in what her father dealt with when he went to work every day.

"It's not just that. The department's got egg on its face right now. Between what happened with Castle and now this scandal with Thompson, the media is dragging the NYPD through the mud. Especially J. Jonah Jameson. Of all the people I expected to cause me trouble he was last on the list. Jonah's gone nuts since John's accident, he's even supporting that bigot Senator Kelly in Texas. He just announced his candidacy for President in the Republican Party."

Gwen was well aware of Senator Robert Kelly's anti-Mutant rhetoric, especially now that she was friends with Kitty. He was conservative firebrand. Despite living all the way in Texas he was a constant thorn in Xavier's side, with his claims that the Xavier Institute was a Mutant training ground. The fact that he was actually _right_ about that didn't make him any more to Gwen. On top of all that he embodied the Jim Crow South, which by the looks of things wouldn't last much longer if people like Dr. Martin Luther King Jr. had their way.

"I take you'll be voting for President Kennedy's reelection then, if Senator Kelly gets the nomination I mean." Gwen said.

"Damn straight. The President is a little soft on the Reds if you ask me, but anything's better than Kelly. If he had his way we'd likely be heading the way of Hitler and the Nazis, the way he spews that anti-Mutant garbage. They're Americans and we don't need to be heading down a slippery slope."

"So that's what's bothering you?" Gwen asked.

"No, not just that. There's been a rash of killings lately. All the victims are mob members as far as we can tell. Brutal things, broken bones and faces burned by acid. We can't seem to catch whoever is doing this; they're always one step ahead of us." George said.

"I'm confused Dad. A new hero is taking out the mob, shouldn't you be happy about this? You're always complaining about how they never actually get sentenced even though you do everything you can."

"This isn't a hero Gwen, not like Spinnerette and the others. This is a vigilante. The heroes hand the bad guys over to the police, this guy… he kills and disfigures them. This guy is trying to send a message to someone. He's out for revenge."

"Revenge for what?"

"I couldn't tell you, we'd have to find out who he is first, though I have my suspicions. Enough about that though, we need to talk about you and Harry, Gwendy." Gwen shifted uncomfortably in her seat she'd known this conversation couldn't be avoided forever, but she'd been dreading it.

"You want to talk about what happened at John's funeral right?" Her father nodded grimly.

"You and Harry have been friends for years. What happened to cause such a violent split?" He asked. Gwen took a deep breath and decided to be frank about it.

"Peter happened. Harry was jealous that I was spending so much time with Peter and making other new friends. He was more concerned about being out of the loop of my life than helping someone who really needs it and I just couldn't stand for that."

"Ah, while I understand your feelings sweetie, I think you may have been a little too hasty on distancing yourself from Harry. After all the Osborns are the ones paying for most of what the Parker family needs to take care of Peter. Ever since that falling out it's gotten a lot harder for me to convince Norman to pay the Parkers' bills."

"Are you suggesting that I should make up with Harry so he'll convince his dad to keep paying Peter's medical bills? That's exactly what he accused me of doing when we had the fight. I can't actually do that!"

"You miss Harry don't you Gwendy?" Her father asked.

"Of course I do Dad, but I think I burned that bridge to ashes." She said.

"Then use that regret you feel to rebuild the bridge. If Harry feels the way about you that I think he does, it shouldn't be impossible. Speaking which, Harry's got much better prospects than Peter…" Gwen was so aghast by this that she was rendered momentarily speechless.

"Dad!" You're not suggesting what I _think_ you're suggesting are you?"

"Come on Gwendy. You know I'm right; Peter is a very nice boy, I'm not denying that and I've seen the way you two look at each other. That said, you have face the facts. The chances are that Peter just isn't going to go anywhere in life because he was crippled. Harry's just as nice and very rich. I'm just trying to look out for your best interest. Peter's going to be like a lead weight in adult life."

Gwen felt her anger rising, but this was her father and she knew he cared about her welfare, so that tempered it some. "I understand that you're just trying to help me Dad, but who I spend my time with is my choice. I'll try and repair my friendship with Harry, but beyond that… I'm just going to chalk the other part up to you being drunk and let it go." Gwen didn't say another word to her father that night and just went straight to her bedroom.

* * *

Robert "Bobby" Drake sat in his jail cell on Fort Washington, Long Island. As far as he was concerned he hadn't committed any crime, he'd just saved his girlfriend from the local bullies. The townsfolk didn't seem to share his opinion on the matter though. Mainly because he'd used his Mutant to do so.

Bobby had the power to create ice. He'd used it to freeze the bully Rocky and save his girlfriend, or rather ex-girlfriend Judy from whatever Rocky and his gang had been about to do to her. She'd broken off their relationship in the aftermath; he was just a Mutant freak to her now.

His parents had warned him that things like this might happen if he showed his powers. Losing his girlfriend wasn't even the worst of it though. The townsfolk had formed an honest to God lynch mob and attacked his house. The sheriff had actually put him in here for his own protection. As long as he was in here they wouldn't be able to kill him, and maybe this whole thing would blow over and they would be able to let him out. At least that was the hope.

Being locked in a jail cell had given Bobby a lot of time to be alone with his thoughts, and that _wasn't_ a good thing. He kept playing the scenario over and over in his head. What had he actually done wrong? If he'd stopped Rocky without his powers no one would have cared, but he wasn't the kind of guy who could do that. He'd been trying to be a hero and _this_ is the thanks he gets?

He could do amazing things and yet he had to hide them. People hated him for his powers. They were jealous that had to be it. They were jealous that he could do things they couldn't.

"Mr. Drake, I need you to come with me." Bobby jumped slightly, he'd been so lost in thought that he hadn't noticed the guard come in.

"What do you want?" He asked coldly.

"There's a lynch mob out for your head; I'm here to save you." The guard said.

"I'm aware. That's why I'm in here, for my protection." Bobby said.

"You fool, they're coming here!"

"Why do you care?" No sooner than he finished asking the question did the guard morph into an attractive blue skinned woman. "Well hello there, my name's Bobby."

"I know your name boy." She said tersely. "You can call me Mystique. My friend and I have come to get you out of this town and recruit you for a cause that will help all of Mutantkind."

"Alright Mystique, anything that gets me away from these people sounds good to me, but what friend?" Bobby asked.

"You'll meet him soon enough." Mystique said as she unlocked the cell and let Bobby out. As they walked the passed many unconscious who he presumed Mystique had knocked out. So instead of sneaking the pair simply walked out the front door to find a floating man in red and purple armor confronting the mob.

"So buckethead, you must be that Friend Mystique was telling me about." Bobby said.

"You may call me Magneto, I am the Master of Magnetism. It's a pleasure to meet you Mr. Drake." He replied. Them with a wave of his hand Mageto pulled a water mane out of the ground a tossed at the assembled mob, causing them to scream and generally break into a panic.

The pent up frustration over how these people had treated them got to Bobby and he fired up his powers, freezing several dozen people with the gushing water from the broken pipe. "Call me Iceman."

"Very well Iceman. it seems you enjoyed that display you just put on." Magneto noted.

"Hell yeah I did, these people have treated me worse than a wild animal since I showed my powers, all I did was try to help someone."

"That's typical of Humans. They fear us because we are greater than them. They see the writing on the wall, we are the next step in evolution; they're time is running out. I'm putting together a Brotherhood of Mutants that aims to take our proper place as rulers of this world. Are you interested Iceman?"

"You can count me in Magneto."

* * *

Peter was more than a little shocked when Gwen dropped a pair of brown paper shopping bags on his desk. He'd known she was coming, but what exactly she had in mind she hadn't told him, beyond wanting to make a special batch of webbing. More than a little curious he looked one bag and found assorted chemicals that he assumed she used to make the webbing; that all looked normal enough. Inside the other bag he found baking soda and antacid of all things. "How is this stuff going to help us make special webbing? No, wait, better question: _why_ is it going to help us make special webbing?"

"There's some wacko serial killer going around and killing the mob. He's using acid. While I have no love for the mob by any stretch of the imagination this guy is taking the law into his own hands and needs to be stopped." Gwen explained.

"Don't you take the law into your hands when you go out and catch criminals as Spinnerette? It seems strange that you would condemn this person for doing what you and other superheroes are already doing." Peter said.

"There's a difference, I, and other heroes like me only apprehend the criminals and then they're put through the justice system like normal. This guy just kills them. According to some sources he might even be _torturing _them. Whoever this guy is he's no hero. He's a vigilante that's appointed himself as judge, jury, and executioner." Gwen said.

Peter was quiet for a moment as he contemplated her logic. It didn't take him long to decide that she was probably right. "So back to the webbing issue. I assume that since you brought over a bunch of baking soda and antacid that it's meant to be used in this new webbing formula. It makes sense, I suppose, this guy is using acid as a weapon. These are bases so they'll help neutralize whatever acidic compound he's using."

"You're not the only science buff in the room Peter." Gwen said cheekily, "I don't know what method he's using to hit his targets with acid so I figured that integrating it into a batch of webbing was my best bet. You made the webshooters very versatile so I can do a lot with the webbing, like precision shots. The problem then becomes you to best add in these new elements without compromising the general composition of the webbing."

"You created the webbing formula Gwen, I just made the webshooters, isn't this more your area of expertise than mine?"

"Well, yeah, but you created the webshooters, and I'm not sure if whatever new formula I'll end up using will have any negative effects on the mechanical parts. That's your speciality, plus from what I've heard you're not exactly a slouch yourself when it comes to chemistry. Two heads are better than one."

"Alright you don't need to butter me up, I was going to help you anyway. Just answer me one more question Gwen. How did you get that stuff past my aunt and uncle?"

"I told them you were helping me with a science experiment. Which isn't a lie, I just never told them why we were doing experiments." She said with a wink.

"Good enough I suppose, I don't like hiding things from them though, they raised me." Peter said. Gwen rested a hand on his shoulder.

"I know, but if they found out they'd tell my dad, and then I couldn't be Spinnerette anymore. The more I go out there and fight crime, the more I see how hard his job really is. Superpowered crazies are coming out of the woodwork. The world needs people like me, but if my dad knew I was out there… Having you and Kitty worry about me is bad enough, I'm not sure my dad would be able to handle that. Sometimes the right thing to do isn't as clear cut as we'd like to believe."

"I understand Gwen. Well we better get to work on this new batch of webbing so you can get home at a decent hour tonight." With that said Gwen went back downstairs to grab a chair and when she returned they go to work.

"So how are things going with the court case to get you back in school?" She asked.

"Mr. Murdock is is still working on building his case, but he's pretty confident we can win this thing. He seems like he's very good at his job so I believe him."

"I'm glad to hear it, I hope it all gets resolved soon." Gwen said with a smile, "What about that girl Flash came to tell you about? Jessica Campbell?" Peter's expression turned sullen.

"The news on that front isn't nearly as good I'm afraid. She's still in her coma and there's no indication of when or if she'll ever wake up. The doctors haven't given up yet though." He said.

"I'm sorry to hear that." Gwen replied.

"What about Kitty, I haven't seen her in a while. Is there a reason she hasn't come to visit lately? I thought we'd gotten along just fine."

"Kitty's holed up at Xavier's school, some Mutant Xavier used to know caused a bit of a stink near here so he's putting them through extra training in case things escalate. He goes by the name Magneto and he has the power to control metal. That name must've taken all of five seconds to come up with."

"I think I read something about that. Didn't he break a Mutant around our age out of prison? It was over in Fort Washington wasn't it?" Peter asked.

"Yeah, it seems like he's putting together his own answer to Xavier's little team. Kitty told me to be on high alert, after all there's a Mutant criminal here in New York he might come after. The last thing I need right now is a Mutant supremacist breaking Swiss Miss out of jail when I'm already on the hunt for this serial killer."

"Do you think Magneto and this vigilante might be connected somehow Gwen?" She shook her head.

"I doubt it, this vigilante is only after the mob, from what Xavier told Kitty and the others that's _far_ from how Magneto operates. He wants to either dominate or exterminate humanity because he believes Earth belongs to the Mutants. I have to say with someone like Magneto around I'm starting to see the logic in Xavier's school." With little more to talk about the two continued working on the new webbing.

* * *

Very few things could make a police station go silent. The Kingpin walking in like he owned the place was definitely one of those things. Everyone knew that Wilson Fisk was dirty, either because they were on his payroll or because they were trying to book him. Fisk was a modern day Al Capone though, untouchable, and unlike Capone he payed his taxes.

That on top of his public philanthropy making him smell like roses to the common people made the officers stay their hand. Besides, everyone wanted to see why the Kingpin was _here_ anyway. Especially George Stacy.

George felt his heart hammering in his chest as Fisk made a beeline for his office. It seemed that Kingpin had business with him, and that was never good. He barely resisted the urge to reach into his desk and pull out his gun. As much as he wanted to shooting the mob boss in his fat head wouldn't be right.

With a grand flourish Fisk pushed open the door to George's office and strode in. "Hello Chief Stacy, I trust you are well this evening?" The amount of fake cordiality in that greeting made George's stomach turn.

"Cut the crap Fisk, you and I have never been friends so let's not start pretending that we are. We both know that you can't buy me so why the hell are you here?" He spat. The veneer of politeness on Fisk's face vanished instantly, the smile on his face morphing into a deep scowl.

"Indeed Stacy, I've tried to get you on my payroll many times and failed it would be foolish to try again. You are a good man, and while I detest good men on principle I believe in this case we may be of some help to one another."

"And why would I help you? Why would _you_ want to help _me_ for that matter?"

"That is simple Chief Stacy. In this case I believe we have a mutual foe, one Frank Castle, though I believe he prefers the moniker of Scorpion now. He's making your department look bad and quite frankly is bad for my business." George could repress the scoff that came from hearing that.

"Yes, I'm so very concerned about what happens to a mob to a mob boss' business." The Kingpin slammed his fist down on George's thick oak desk. The police chief's eyes widened when he saw a fist sized dent in the wood.

"Do not take me lightly Stacy! You and I both know Castle is working his way up the ladder, my lieutenants are getting skittish. They think I can't protect them from this Scorpion. There are mutterings of rebellion. Tell me, if I were to have an... accident what would happen to this city?"

George knew exactly what would happen if Fisk were killed instead of his organization being dismantled by the police. "A turf war. Your lieutenants and some of the more enterprising mid-level gangsters would fight it out in the streets to crown the next Kingpin. That's not even accounting for rival mobs from outside the city…"

"Very good Chief. While I may detest your uptight moralizing I knew you weren't stupid. A gang war on top of the superhumans that are popping up on would stretch your department to the breaking point. Regardless of your feelings toward me, I am a stabilizing element in this city."

"I see your point, what I don't see is why you need my help, you have plenty of enforcers why do you need the police to help you deal with Castle?"

"My men feel that fighting Castle is suicide. They refuse to make any attempt to deal with him. An inconvenient sentiment, but one I can understand. After all, one doesn't get far in my business without a well-honed self-preservation instinct. The police however are more than willing to put their lives on the line for the sake of duty."

"So you want me to sent my men to my death?" George asked coolly. He knew that Fisk's enforcers were the best trained and the best armed mercenaries on the East Coast at least, if _they_ didn't want to go against Castle...

"Hardly, I may be callous, but I'm not _that_ callous. Using men as cannon fodder is a waste of resources. No, I would arm your men with the best money can buy, off the books of course. You would stand no chance against Scorpion otherwise. You bring him in and the police department looks good. I get to take credit for it in the underground which will restore my men's confidence in me and stave of the gang war, plus we get a mutual enemy off of the streets." Fisk said.

George had to admit he could see the logic in the Kingpin's offer. Still the idea of working with the most powerful criminal in New York, even for the greater good turned his stomach. Besides the Kingpin did nothing for free. ""What's the catch?"

"No catch Stacy. When this mutual venture is concluded neither of us will owe the other anything. That alone should tell you how dire this situation is."

The offer was good, George knew deep down that his men stood no chance of apprehending Castle as was now with the weapons they had. Still working with Fisk went against everything he stood for… "I'll think about it." That was obviously _not _the answer Fisk wanted as he glared death at the police chief. George shank back, seeing the storm in the Kingpin's eyes. This was a man who could turn his spine into toothpicks.

"I suggest you think quickly Stacy, I am _not_ known to be a patient man, especially when my life's in danger. I guarantee you that whoever takes my place will not extend the same generous offer. Of course if it comes to that you might not be in this position anymore," The kingpin paused and reached into his pocket, "My card for when you come to your senses. This number will connect you directly to me."

Fisk placed the card on George's death and walked out without another word, leaving George Stacy in a cold sweat and breathing heavily in his wake.

* * *

Hell's Kitchen. George Stacy felt that name couldn't be more apt than it was tonight. The Devil was certainly cooking something tonight, though which devil it was he didn't know. They had finally been able to track down Frank Castle's lair, little more than an old rundown corner grocery store, and had him cornered. George was uneasy about all of this.

He didn't want to hurt Frank, he was a good man. He was just misguided, pushed over the edge by a tragedy. Still he was a criminal now and that couldn't be overlooked. They had to bring him in, of course now that he was the Scorpion, complete with body armor and acid that wasn't going to be an easy task. So George had done something he'd hated doing: He made a deal with Wilson Fisk.

As a police officer making a deal with the Kingpin had made his stomach turn, but he'd seen little choice in the matter; if talking Frank down didn't work then they would need enough firepower to put him down for good. A commodity that Fisk was more than willing to provide under the circumstances.

The Kingpin had even been so generous as to make the entire transaction legitimate so George could keep his good name intact. Fisk had spent years building up a squeaky clean public image despite all the investigations the police had done into his affairs. The new equipment was donated to the NYPD in a public press conference in order to help fight the new super criminals that were popping up.

George sighed and raised a megaphone to his mouth. There was no point in putting this off any longer. "Come on out Frank, we know you're in there. As long as you cooperate no one has to get hurt." Scorpion smashed through the wall of the building and for the first time George Stacy got a good look at a supervillain. Seeing his former co workers in comical green scorpion shaped armor he had to stifle a laugh.

"Never thought I'd see the day you were in bed with Fisk George. On live TV no less, I thought you were better than that." George waved for the snipers to hold steady. He wanted to make sure there wasn't a way to talk Frank down.

"You aren't leaving me much choice Frank. You're going on a killing spree, you were a cop. You know the law. We have to bring you in. Please don't make this harder than it has to be."

"You of all people should know why I'm doing this George. The law failed because of people like Fisk. The system is broken. My family is dead and they were denied justice. I'm going to use my new abilities to fix that."

"Come on Frank, you know I don't like seeing those scumbags go free any more than you do, but if you go around playing judge, jury and executioner you're no better than they are. Who gave you than ridiculous suit anyway?"

"The name of my employer is none of your concern. He gave me what I needed to clean, I'm not about to sell him out. I owe the guy a few favors but that's a small price to pay for a safer city and revenge."

"Please Frank, just come quietly. If you do that I can use my pull to get you leniency. If you continue down this path and attack police there will be no saving you."

"I don't need to be 'saved' George. I need to carry out my mission. I've always respected you so I'll give you one chance to leave. You've got a daughter to take care of. I don't want to make the poor girl an orphan."

George gave his friend a sad smile. "I'm sure Gwen would appreciate that sentiment. However she also understands why I can't do that Frank. My daughter is proud of the work I do. I wouldn't be able to look Gwen in the eyes if I ran away now." George gave the motion for the snipers to fire. As he did so Scorpion's tail whipped forward and sprayed him with a face full of acid. George screamed and collapsed to the ground in pain before everything went black.

* * *

Gwen once again found herself in a hospital waiting room. She kept her eyes closed, trying to shut herself away from what reality was telling her was happening, but it did no good; she couldn't hide from this. On top of what was happening now being here reminded her of that horrible night.

The night that Peter was shot. The night that Spinnerette was born, in concept at least. Only this time it was even worse. It wasn't Peter who was in danger it was her father. Gwen felt a hand on her shoulder and opened her eyes to find Peter there.

"It's going to be alright Gwen, the doctors will make sure of it." He said. Gwen looked around the waiting room to make sure that no one was in earshot of her next words. While Peter's aunt and uncle were here, they had been the ones that brought Gwen to the hospital, they were keeping their distance at the moment.

"I can't just sit here Peter," she whispered, "I became Spinnerette to avoid things like this. To stop people like Castle."

"I know what you're thinking Gwen and it's a bad idea. You can't go after him, not right now at least. You're not in the right frame of mind for a fight like this." Peter said.

"So I'm just supposed to let him get away with this when I have the power to stop him?" Gwen asked.

"That's not what I meant and you know it. Anger is clouding your judgment, if Spinnerette fights the Scorpion now it's going to end badly. The last thing your dad would want is for you to go charging off without thinking and get hurt, or worse." Peter said.

"You can't talk me out of this Peter. I'm going to pound that bastard into a fine paste and enjoy every second of it. It's what he deserves."

"I'm not arguing that point. I'm just saying you should wait until you calm down and go into this with a clear head." Any further conversation was interrupted by a pair of new arrivals. A pair that Gwen had expected to never speak to again after the debacle at John Jameson's funeral.

"Hello Gwen." Harry Osborn said as he approached her and Peter and while she couldn't deny the obvious sympathy in Harry's voice she couldn't help but notice the glare he gave to Peter upon seeing him.

"Harry, Mr. Osborn, I didn't expect to see you here after…" Gwen couldn't bring herself to meet their eyes.

"Water under the bridge my dear," Norman said, "We were all in grief at the time, not fully in control of our actions. That said I did have a chat with my son about proper decorum. Besides your father is a good friend of mine, of course I would want to be here."

Gwen nodded. "I'm sure my father would appreciate you being here Mr. Osborn."

"There's no need to be so formal with me Gwen, I've known you since you were a baby," Norman said, "and this must be the famous Peter Parker. It's a pleasure to finally meet you son. It really is a shame what happened to you, but the Stacys speak highly of you and from what I've gathered you have a bright future." Norman extended his hand to Peter who shook it with some hesitance.

"Thank you for everything you've done for my family Mr. Osborn." Peter said.

"Think nothing of it my boy, I could hardly say no when it became apparent how attached Gwen here was to you. Besides, a little altruism is always good for business. Remember that my boy and you'll go far in this world. Smart business practices can only get you so far, nothing can ever replace good word of mouth."

"Thank you Mr. Osborn, I'll remember that." Peter said. Norman then left the teens to go talk to Ben and May Parker. Harry then continued to approach Gwen and Peter, though for his part he looked like he'd sucked on a rotten egg.

"So you're Parker, I've got to say you looked just as nerdy as I imagined. Can't say I understand what Gwen sees in you." Harry said.

"Settle down Harry," Gwen said in a warning tone, "or do I need to remind you what happened last time you talked bad about Peter in front of me? If I wasn't in the mood to listen to it then I'm certainly not in the mood to hear it now with my father's life on the line."

Harry made a sound that was somewhere between a sigh and a growl. "You're right, I'm being insensitive, I'm sorry. It's a pleasure to meet you Peter, though my father and I obviously wish it were under better circumstances." Inwardly Gwen wondered how many decorum lessons that took. That was downright _subtle _for Harry.

"I suppose I should apologize too, I was a bit out of line at the funeral." Gwen said.

"Oh Gwen, you know I can't stay mad at you. Though I would like to know your exercise regimen, I've been thinking about bulking up and you seem to have done a remarkable job of that yourself. I want to go out for the football team." Harry said.

"Oh you know, she helps me get around and do various tasks." Peter said with only the slightest hint of awkwardness.

"_Nice save Peter, that could've gotten messy."_ She thought.

"I'd love to catch up Harry, but it's getting late and I'd rather not sleep in the hospital, so I think I'm going to head home for the night."

"That's not a problem, my dad and I will drive you home." Harry said.

"Oh I wouldn't want to impose, I'll just take a cab." She said.

"Gwen with everything that's been happening in this city it might be best if you let Mr. Osborn take you home. It'd be safer that way." Peter interjected. Gwen of course was no fool, Peter knew what she was really planning to do. She was going to duck away from the building, change into Spinnerette and go after Frank Castle. This was just another attempt to talk her out of it without giving away her secret.

"I'll be fine. Peter, Harry, I'll see you both tomorrow." Gwen said forcefully before turning to leave.

* * *

Piotr Rasputin shivered as he stepped off the train and into the Siberian tundra. The train ride had been uncomfortable of course, but what else would one expect from accommodations provided by the NKVD? Piotr wasn't worried about himself however, that wasn't why he was here. No his real concern was the little girl who got off the train behind him and was crying in terror.

Piotr pulled his little sister close to him. "It will be alright Yana, I am her and I will not let them hurt you I promise." He ruffled his sister's blonde hair and silently cursed the Soviet government. Illyana was barely more than toddler, but it had been here the government wanted. Piotr was just a bonus to them.

His sister had powers than the government desired. Illyana, much like her two older siblings was a Mutant and her power was teleportation. He had no doubt that the government could find many uses for a power such as the one his sister possessed, but he'd already lost one sibling, he wasn't about to abandon his little sister.

It was only the fact that he had powers as well that allowed Piotr to keep an eye on his little sister. His ability to turn his body into metal and thus gain super strength and durability didn't have quite the utility of his sister's powers, but the government was always looking for a little extra muscle.

Illyana still refused to stop crying, though Piotr didn't blame her for that. They had been separated from their family and home on the collective farm and dragged out to this frozen wasteland for who knows what purpose.

The pair of them were led from the train car and gunpoint and were marched through the snow for several minutes before being forced into an underground bunker. Piotr was shocked by what he saw. From what he could tell they had been brought to a massive complex full of people in full body yellow suits working on various tasks. The NKVD agents quickly departed and he and Illyana were approached by a tall brown haired man with a metal arm.

"You must be Piotr and Illyana Rasputin, we were told you were coming though they failed to mention that the girl would be so young." Unless Piotr missed his guess this man wasn't too thrilled about having a six year old brought here, wherever here was. Also, something about this man seemed… off. His Russian was impeccable, with no trace of an accent but something about him didn't seem quite Soviet.

"Who are you? What is this place?" He demanded. The man chuckled.

"Well Piotr, this place is called Advanced Idea Mechanics. You are in a top secret government base built for the training and housing of a team of people with extraordinary abilities Comrade. You and your sister have been recruited to join this super team which will help the Motherland win the Cold War. As for who I am, you may call me the Winter Soldier, I'm the field leader of the A.I.M. team." Winter Soldier replied.

"Advanced Idea Mechanics? That's a strange name." Piotr said.

"It wasn't my idea, this whole thing was based off of German files we acquired after the war. Many of the scientists you see here, the beekeeper we call them, are former German nationals." Winter Soldier explained.

"You're working with _Nazis_?" Piotr asked in disgust.

"It's not exactly something that I'm happy with either, but the people here are geniuses, there is no arguing that. Come I will introduce you to the rest of the team." Piotr practically had to drag a still whimpering Illyana down the hall has he followed the Winter Soldier to what looked to be a common room situated between two barracks.

What greeted them was the most bizarre collection of people, if they could even be called such, that Piotr had ever seen. There was a red haired woman in a catsuit who seemed rather normal all things considered, but the others… The was was looked to be a bald albino man, a man with purple skin, and most disturbing of all what appeared to be a giant head in a floating chair.

"Everyone I would like to introduce Piotr and Illyana Rasputin, the newest members of A.I.M." Winter Soldier said. Illyana, possibly more disturbed than even Piotr himself by the circus in front of her hid behind her older brother and clutched his leg.

"Dispense with the pleasantries, we all read the files. Their powers had better be worth having to whip them into shape." The floating head snapped.

"Now M.O.D.O.K., don't be so rude," the purple man said, "These two must be scared to death. I mean just look at the little girl." Piotr didn't know why, but something about that man made his skin crawl. The purple man slowly approached Illyana.

"Hello, Ilyana, my name is Mr. Kilgrave, but you can call me Zebediah. Why don't you stop crying and say hello to everyone. We won't hurt you, we want to be your friends." He seemed very amicable, but that only set Piotr more on edge.

To his surprise Illyana immediately stopped crying and came out from behind him. "Hello everyone, I'm Illyana, but you can call me Yana." She said cheerfully.

"How did you do that, not even even I could get her to calm down." Piotr said.

"Let's just say I have a way with people." Killgrave replied.

"Well I see you've met Zebediah Killgrave, alias the Purple Man, allow me to introduce you to the rest of the team," the Winter Soldier said, "First his Natasha Romonova, master spy and assassin. Her alias is the Black Widow. Natasha, I'll be leaving you in charge of illyana's training. You of all people should know how to best train a little girl for the kind of work we do."

"Of course, I will make sure the girl is ready for our missions." Piotr was taken off guard by Black Widow. She was beautiful, anyone with eyes could see that. However she was cold as a glacier. There was no question that she was a dangerous woman indeed.

"Next we have Dmitri Smerdyakov, otherwise know as the Chameleon. He is a master of disguise. Don't expect much conversation from him, he doesn't speak when he's not in character." Winter soldier indicated the albino man who simply nodded.

"And that thing?" Piotr asked indicating the floating head. What had Killgrave called it? M.O.D.O.K.?

"That is A.I.M.'s pride and joy M.O.D.O.K. He serves as the brains behind this whole operation and reports only to Premier Khrushchev himself."

"What exactly does M.O.D.O.K. stand for?" Piotr asked.

"Mental Organism Designed Only for Killing. Which is exactly what I will do to you lesser beings if you cross me." That sent a chill down Piotr's spine and sent Ilyana into tears again.

"It's alright Yana, you can stop crying, I won't let the scary head hurt you. Now I want you to go with Natasha and do whatever she tells you to, alright?" Killgrave instructed, squatting down so he could talk to her at eye level.

"Okay." Illyana said before following Black Widow into what Piotr assumed were the female barracks.

"We should get some rest as well, tomorrow you'll begin your training." Winter Soldier said.

* * *

Gwen swung into Hell's Kitchen with only one thing on her mind: Get Frank Castle. Scorpion as he called himself now had crossed a line that she could never forgive, he'd hurt her father and she wasn't about to let him get away with that. Before this even though she'd wanted to bring him in for the sake of the law she could at least sympathize with his pain. Now she saw nothing but a hypocrite.

She was using only her left hand for web swinging right now, that was the one that had her normal web fluid in it at the moment. Her right webshooter was loaded with the special antacid web fluid that and she and Peter had made the other day. Hopefully it would give her an edge against Scorpion. Now she just had to find the bastard.

Funnily enough finding him wasn't as hard as he thought it would be. She just had to follow the path of destruction. She finally came to rest at an old grocery store with a hole in the wall.

"Scorpion, get out here!" She demanded. She may have only been a teenager, but right now the tone of her voice would have chilled the blood of most grown men. Not so with Frank Castle it seemed as he came scurrying out of the hole in the store's wall laughing.

"Well if it isn't Spinnerette, I was wondering when I'd run into you. My boss will be pleased when I take you out." Scorpion said.

"Boss? You mean someone hired you to do what you've been doing? Who was it, I want a name." Spinnerette said.

Castle chuckled again. "No, no one hired me to take out the thugs I've been dealing with. That's just a fringe benefit of my new power, I'll finally be able to avenge my family. No, I was hired to take out freaks like you. As for who hired me, I think I'll keep that my little secret."

"Freaks? I'm sorry have you looked in a mirror lately. Hello pot, I'm kettle, I just wanted to say you're black." Gwen snarked. Scorpion shrugged.

"I suppose you've got a point there Spinnerette. Not that I really care. I will say I don't much care for beating up little girls, so you just turn around and go home. No one has to get hurt."

"I'm sorry, but I can't do that. You have my deepest sympathy for what happened to your family, but you crossed too many lines. Murder, no matter how evil the victim was is still wrong, though I'm sorely tempted to make an exception after what you did to George Stacy."

"So that's what drew you out huh? I used to respect Stacy, but not anymore, not after what he did. Although I must say that a vigilante like you lecturing me on right and wrong is pretty rich."

"I don't kill people and George Stacy is a better man than you will ever be." Gwen said.

"I used to think that too before he made a deal with Wilson Fisk to try and take me down." Castle said.

"Wilson Fisk is a philanthropist, there's nothing wrong in working with him." Castle laughed coarsely in response.

"You honestly don't know. Wilson Fisk is the Kingpin of crime, George Stacy sold his soul to the devil."

"You're lying!" Gwen leaped at Scorpion aiming a punch for his face. It made contact but barely nudged Castle's face. He tried to grab her arm, but Gwen did a backflip to get out of his reach.

Scorpion fired acid from his tail and Gwen countered with an antacid web. She tried webbing a street lamp to get a better vantage point. However another acid blast ate through her web and she went tumbling to the ground. She managed to recover but before she could blink the enemy was in her face. Scorpion was on her before she could get off of her knees. His tail wrapped around her neck. She clawed against it to no avail. Things started to go black. Gwen found herself flying, she crashed into the store, which then collapsed on her. She was still conscious but that wouldn't last for long as Scorpion rained tail strikes on her spine. She coughed up blood and the pain finally made her blackout.


	5. Chapter 5: Shadowcat

Disclaimer: I don't own Spider-Man or any other Marvel Properties that appear in this fanfiction.

Author's Note please note that as with all fanfiction I am taking certain creative liberties. Characters may appear sooner than in canon, in a different role or not at all.

**The Spectacular Spinnerette**

**Chapter 5: Shadowcat**

J. Jonah Jameson sat in his office at the Daily Bugle listening to the cacophony around him. The press were in emergency mode thanks to the actions of the Scorpion. With George Stacy in the hospital everybody and their dog was trying to cover the story.

Jameson was far from happy, his investment in Frank Castle was going off the rails. He was supposed to be attacking the so-called "superheros", not the police. If it ever got out that he had essentially created the Scorpion he'd be ruined now. A puff on his cigar relaxed the newspaper man a little.

Suddenly a cool breeze blew in from behind Jameson's chair giving him him goosebumps and the wind made contact with his skin. The next thing he knew Frank Castle was climbing through his back window. For the first time since he was a boy Jameson choked on his cigar.

"You can't be here! If people see you with me-" Jameson said with a cough.

"I'm not that sloppy Jameson, nobody saw me climb up here. Now keep quiet or someone might walk in on us." Castle said. He climbed up here, this office was on the fourth floor.

"What are you doing here? You're putting us both in danger!" Jameson whispered.

"I just thought you might want to see this." Castle dropped a black domino mask on the desk. Jameson inspected it with curious eyes.

"It's a mask, so what?" He asked.

"That's not just any mask, that's Spinnerette's mask. She and I had a little bit of a tussle earlier. She wasn't as tough as I thought she'd be. I beat her pretty easily. Why was she even on your hitlist?"

Jameson picked up the mask and held it in awe. "You're serious? This is Spinnerette's mask? You actually beat her?" Jameson smirked. Spinnerette had helped make him a laughingstock, he knew she was bad, but she was always making him print retractions and destroying his reputation. He needed to bring down all these "heros" for the sake of his son. "Why didn't you bring me her head?"

"She was just a kid, you really expect me to kill a kid after what happened to mine. You're sick Jameson, you know that? I beat her and I brought you her mask as proof, isn't that enough?" Castle snapped.

"I expect you to do the job I hired you for and deal with these costumed freaks one and for all; How do I know you actually did the job? This mask could belong to anyone. You're not the only one in this room who lost a kid Castle. Where were these 'heros' when our families needed them? These freaks don't care about the common man, they want fame and fortune; they want to run the world."

"You've lost your mind Jameson, it's not some big conspiracy. I only agreed to do what you wanted so I could get what I needed to avenge my family. Killing little girls wasn't part of the deal. I have more important things to do. I still haven't found the bastards that killed my wife and kids. That means more to me than your delusions." Jameson slammed his fist down on to his desk.

"We had a deal Castle and I expect you to uphold it. The next time you meet Spinnerette you're going to finish her off. Are we clear? That shouldn't be too much of a problem for you considering what you did to George Stacy, the most respected and decorated police officer in this city."

"That was different, Stacy was working with Wilson Fisk, the Kingpin, he sold his soul. He's as any other criminal I go after. Spinnerette hasn't done anything like that." Castle said.

"No one's ever been able to prove that Fisk is a Kingpin, but if what you're saying is correct this is a huge story. Not that it matters, by attacking him you've gotten the entire NYPD out for your blood. So you really don't have a choice but to do what I want, or I'll lead them right to you." Jameson said. Scorpion grabbed Jameson by the collar of his shirt.

"Let's just make one thing very clear Jameson, if I'm going down I'm taking you with me." With a flick of the wrist Jameson was thrown against the wall. With that Scorpion climbed out the window.

* * *

Kitty wasn't surprised when Scott poked his head through her door. He was probably upset that she wasn't already in the Danger Room despite the fact that training wasn't scheduled to start for another half hour. Scott would doubtlessly make a good field leader when the time came, but when it came to training he was a little obsessive.

Despite the visor hiding his eyes, the most expressive part of the face, that look of displeasure Scott was wearing was unmistakable. "Kitty you've got a phone call. Some Peter Parker kid wants to talk to you, he sounded kind of panicked.

Peter was calling the mansion? That was odd while they got along quite well and she'd given him the number in case he ever wanted to talk he'd never used the option. He seemed quite content with seeing each other whenever she could get away from the mansion and come to his house with Gwen. So if he was calling her now, whatever was going on definitely wasn't good.

Kitty's mind immediately raced to the worst case scenario. Had something happened to Gwen? She marched right past Scott without saying a word. She had a horrible feeling about this. She made a beeline for the phone with Scott trailing behind her.

"That isn't for social calls Kitty, you know that, you shouldn't be giving it out to people. What if someone important needed to reach us? Some day soon lives could be lost while you chat with your little friends." Kitty ignored his mini-tirade and just picked up the phone.

"Peter, it's Kitty, what's up?" She asked.

"Kitty, it's Gwen she's, she's missing." Peter could barely get the words out between panicked sobs. Kitty nearly dropped the phone, he worst fears had been realized.

"What? How long?" She asked.

"A couple of days, I'm sure she went off to fight a villain called Scorpion, he hurt her dad pretty bad. As far as we can tell she never made it home. I'm sorry I didn't call sooner. This is the first time I could get to a phone without someone being in earshot."

"That's alright Peter, I'll be there as soon as I can. We'll get through this together."

"No! Don't worry about me Kitty. Find Gwen she could be in serious trouble. I'm afraid she might be…" Peter choked up before he could finish that sentence. He didn't need to, Kitty's imagination could fill in that grim blank.

"Don't worry, Gwen's tougher than that. Any idea where to start looking?" She asked. How much of that last assurance was truth, and how much was hopeful optimism to keep them both from losing it completely she didn't know.

"Scorpion's made his lair in Hell's Kitchen. If Gwen's anywhere it's there."

"Alright, I'll head there, but Ii don't know what I'll be able to find that the police haven't already." She said.

"The police haven't found anything. They haven't been able to get a foothold in Hell's Kitchen since Scorpion set up shop, but with your power you can avoid detection and follow the clues." Peter said.

He did raise a good point. If she could help Gwen in any way she would. "Alright Peter, anything else I should know?"

"Just a little advice, go see Hank Pym. He's Ant-Man. He and Gwen worked together on the Lizardman thing so he'd probably be willing to help. He doesn't know that Gwen is Spinnerette though, so try not to mention that."

"Got it. I'll do what I can Peter, I promise." Without another word Kitty hung up the phone. Then she turned to Scott. I have to go, tell Professor Xavier I had an emergency."

"You can't leave Kitty, we have training." Scott said.

"Gwen needs my help." She replied flatly.

"Magneto could strike any day and do massive damage to the Mutant community, our community. We need to be ready. That's our priority right now."

"Scott, right now I don't give a damn about Magneto. My best friend is missing, right now that's my priority." Scott was so shocked at hearing the devout Jew curse that the didn't even try to stop her from leaving the mansion.

* * *

Claire Temple was a light sleeper by nature. That said it wasn't the thunderstorm that woke her up but rather the sound of her window opening. She turned on her bedside lamp to get a better view of the room, but could only make out a silhouette in the window.

A bolt of lightning flashed in her window, backlighting the figure that stood there. Most people would've jumped at seeing a man wearing a red spandex suit and a mask sporting devil horns in there window, but not Claire, this was far from the first time that this had happened.

The man didn't wait for her to respond before climbing through the window into her apartment and thankfully closing the window behind him. He was carrying a teenage blonde girl over his shoulder like a sack of potatoes. "Mike?" She asked. Still somewhat groggy from waking up.

Mike wasn't the man's real name of course, just a nickname she'd given him when they first met because he wouldn't give her his actual name; it had belonged to an old boyfriend of hers who also liked to keep secrets. Over time she'd come to understand that he had good reasons for being so secretive.

"It's Spinnerette, I'm sure you've heard of her." He said. "She needs your services, where should I put her?"

"On the couch in the living room." She said. The words he'd spoken had cut through her fog. This girl needed her help, this was what she did. Of course Claire had heard of Spinnerette before tonight. It was hard to have not heard of Spinnerette when one lived in New York City. She was the newest in a line of costumed vigilantes that were fighting crime of both the super and mundane nature that were popping up all over the city.

Mike was another such individual, in a way that was how he and Claire met. She'd patched him up after a particularly rough fight. Mike nodded and took Spinnerette out into the living room while Claire dug in her closet for her medical supplies.

Once she found her medical bag she went into the living room and found a soaking wet Spinnerette on the couch with Mike standing over her, thankfully Mike had had the foresight to turn the light on. "She's in pretty rough shape from what I can tell. That Scorpion bastard really did a number on her." He said.

Claire pushed him aside and began to examine her patient. The first thing that stuck her about Spinnerette was just how young the heroine was. The papers had all said she was a teenager but she had never imagined Spinnerette being this young. There had only ever been one photo taken of Spinnerette and that had been by Eddie Brock months ago and it hadn't been of the finest quality.

"Spinnerette's been missing for two days, why didn't you do something about this sooner Mike? Why did you bring her to me in the first place?"

"I had to be delicate about things Claire, I didn't want to cross paths with Scorpion all accounts say that Spinnerette is better than me in every physical area. If Castle can do this to her I don't want to think about what he could do to me, but I have to do something, Hell's Kitchen is my turf after all."

Claire nodded and accepted the explanation, though she was far from happy about it. Claire took stock of the girl's injuries. Spinnerette was absolutely covered in minor cuts and bruises. She had several broken bones. There were petechiae around her eyes, suggesting she'd been choked and she had a nasty laceration on the top of her head. Not mention a probable concussion.

"Dear God this girl's been through Hell. I'm sure I'll be able to do much for her. The bottom line is that this girl needs a hospital." Claire said.

"You know why I can't take her to a hospital Claire. This is what the Night Nurses are all about. You've patched me up from some pretty nasty fights, I trust you, I know you can do this. That's why I brought Spinnerette to you." Mike said.

The Night Nurses were a secret network of medical professionals that tended to superheroes when they got banged up so they could keep their secret identities intact. It was her meeting and tending to Mike after she found him unconscious that had gotten her invited into the organization. Claire was proud to be a part of it; it reminded her of the Underground Railroad that had helped her ancestors escape slavery, it was her way of giving back.

"What good is a secret identity if she's dead?" Claire asked.

"I know you won't let her die Claire." Mike said simply, leaving no room for argument.

"I'll do what I can." Claire said.

"One more thing, when she's strong enough to move around, tell her to meet me on the roof of this building at midnight. Tell her that Daredevil wants to help her with Scorpion." Mike said. He handed Claire a business card that advertised Nelson and Murdock Law Offices and then disappeared out of her living room window, leaving Claire alone with the still comatose Spinnerette.

Claire did her best to tend to Spinnerette wounds, bandaging the cuts as best she could with what she had. She was afraid it wouldn't matter, these injuries had gone untreated for two days, the risk of deadly infection was astronomical, not to mention the blood loss. Though she did note with surprise that the broken bones seemed to be mending themselves.

Needless to say she was surprised when Spinnerette groaned and opened her eyes an hour later. The costumed heroine immediately tried to jump to her feet but simply winced in pain instead.

"Where am I?" She demanded. Her hands shot up to her face. "Where's my mask?" Spinnerette's eyes darted around the room and she tried to move again only to be stopped by the pain.

"Your mask was probably taken by Scorpion as a trophy. You're lucky to be alive Spinnerette let alone awake and talking." Claire told her.

"I'm tougher than I look, I once took a rocket to the chest. Spinnerette said. Claire quirked an eyebrow at that.

"Really? I never would have guessed, though I suppose I shouldn't be surprised given how fast you're healing." She said. "As for where you are, you're in my apartment. I'm Claire Temple RN and Night Nurse."

"Night Nurse?" Spinnerette asked.

"An organization of medical professionals who patch up heroes like you so you don't have to go to the hospital and blow your cover. For future reference if you ever need our services look for the gold crosses we hang in our windows." Spinnerette nodded.

"Who brought me here?" She asked.

"A friend and client of mine. Another hero, calls himself Daredevil. He wants to meet you when you're all healed up. Says he'll help you take down that creep Castle. It'll be a couple of days before you're ready for that though. You'll have to stay here until then."

"Claire do you have a phone I can use? I have some people I'd like to call who are no doubt worried sick about me." Claire shook her head.

"I'm afraid I can't let you do that Spinnerette, my phone bill would tell me who you called, and that could give me clues to your identity. It's against the Night Nurses' confidentiality policy. Right now the best thing you can do is get some rest and let me tend to you until you're well enough to leave."

"Alright." Spinnerette said before passing out from exhaustion.

* * *

Hank Pym was brought out of his work induced daze when the lights in his lab went out. The backup generator kicked on in about ten seconds so he wasn't in the dark for long, but the power should never have gone out at all. Hank turned to go check on what had gone wrong with the main power grid and found himself face to face with a brown haired girl who could be no older than thirteen. Her clothing was non-descript so she only thing that really stuck out about her was the fact that she wore her hair in a ponytail.

"Who are you and how did you get in here?" Ant-Man asked. He tried not to sound vicious in case this girl needed help and wasn't actually a threat, but then again she had somehow gotten inside his secure lab without being seen. The how intrigued him as a scientist, but right now the questions of why she was here and who sent her were more important.

"My name is Kitty Pryde, I came here to ask for your help on behalf of a friend of mine. Someone you should remember if my information is accurate, Spinnerette." The girl said. "As for how I got in here I used my power, I can phase through objects, I'm sorry about the lights by the way. An unfortunate side-effect of my powers is that I short out any electronics that I phase through, but it's not like I could've just knocked on the door and have expected you to let me in."

"Yes, I suppose that is true Ms. Pryde. So you say Spinnerette needs my help? Well she was a big help on the Lizardman case. I suppose I owe her at least that much so I'll gladly do whatever it is I need to to help her, but I do have for you first." He said.

"Alright Dr. Pym I'll answer your questions, but Spinnerette is really in trouble, so please make it quick." Kitty pleaded.

"I'll do my best to make my inquiries brief. I suppose the first and most prudent of them is didn't Spinnerette come to me herself if she needs my help. As you surely know she is aware of my identity. She actually could have just knocked on the front door." Ant-Man said.

"That's why she needs your help Dr. Pym, or rather I do for her sake. Spinnerette is missing. She went to fight that Scorpion guy in Hell's kitchen a couple days ago and never came back. We, that is her friends think that she could be in serious trouble, possibly severely injured. We don't think she's dead, if she was they'd be making a bigger deal out of it." Kitty explained.

"I see, well I can't fault your deductions Ms. Pryde. I was considering going after Scorpion myself, but I've been waiting for the green light from my police contacts. I want to keep everything on the up and up you see. I'm confused as to why you need me, with your powers you could search Hell's Kitchen practically undetected."

"Yes, I suppose I could, but it would take along time to do a full search with just me alone. Plus if I get into any sort of fight it would be good to have some sort of backup." Kitty said.

"Fair enough," Hank admitted, "Now you have powers, I'm curious as to their origin Ms. Pryde and as to why you don't have a superhero codename as of yet."

"I'm a Mutant. According to Professor Xavier, I can go intangible and pass my atoms through the empty spaces between the atoms of other objects. As for why I don't have a codename, I suppose Professor Xavier just hasn't gotten that far yet." She said.

"I see, so Xavier is teaching Mutants how to fight in that school of his. As I told Spinnerette I'm not sure I approve of children getting involved in this superhero business, but I doubt I can convince you not to, so I may as well make sure you don't get hurt while doing it. Besides, from what I've seen of Spinnerette, she wouldn't befriend you if you had bad intentions. In short Ms. Pryde, I will help you. First though, we must give you a code name."

"Thank you Dr. Pym. I was leaning toward Shadowcat, because when I phase I'm like a shadow." Kitty said blushing meekly. Ant-Man nodded.

"Shadowcat, that will work as good as anything else I suppose. Now then, we'll have to protect your identity with more than a codename for this… Ah, I have just the thing." He went over to the closet and pulled out his pare Ant-Man suit, complete with a second helmet. "Go into the room next door and change into these."

Kitty studied the suit with a critical eye. "No offense Dr. Pym, but that stuff really isn't my style. It would be rather embarrassing to be seen in that costume she said."

"The whole point of wearing the suit is that no one will know that it's you. Plus it will allow you to use the Pym Particles stored in the belt to shrink down to the size of an insect safely. The helmet will allow you to communicate with ants and has a radio built in so that we can communicate." Pym explained.

Kitty looked mortified. "Why would I want to talk to ants? Insects are gross and creepy. The only thing I want to do with ants is squash them."

Hank rolled his eyes. "Teenage girls…" he muttered, "I understand your aversion to insects, most humans share it, but I assure you it is unwarranted. While ants may look strange and creepy to us they are some of the most sociable creatures I have ever had the pleasure of associating with."

"Sorry, I get it, you like ants." Kitty said meekly.

"I take no offense Ms. Pryde, I just find it somewhat frustrating that people cannot see as I do some days. Truth be told the ants will be our greatest ally in finding Spinnerette, do you know how many ants are in a city like New York?" The question was mostly meant to be rhetorical.

"A lot?" Kitty asked with a shrug. Ant-man sighed.

"Billions Ms. Pryde, there are billions of ants in this city. There number absolutely dwarfs the number of people in this sprawling metropolis. If we use the ants we go from two people looking for Spinnerette, to having millions of pairs of eyes searching for her. Do you understand now?"

"Yeah, I think I do." Kitty said with a nod. "Please, call me Kitty Dr. Pym, there's no need to be so formal."

"Very well Kitty. Using the suit and Pym particles will grant you other advantages as well. When in a shrunken state you will have super strength, and I believe it will work well in combination with your phasing ability allowing to you to pass through objects even easier than you do now." He said.

"Thank you Dr. Pym. I'll go change." Kitty took the suit and went into the adjoining room. It only took her a few minutes to change. When she came back out…. Well in short she looked ridiculous. He was several inches taller than Kitty so the suit was too big on her and it was quite tight around the chest. It was only because of Kitty's death glare that he was able to suppress a laugh.

"Don't worry, you'll shrink into it." He assured her. "Oh, and Kitty, there's one more thing I wanted to ask you before we left."

"What is it?" She asked.

"Could I possibly get a blood sample?" He asked. The young Mutant's eyes bulged out.

"Why would you want a blood sample?" She demanded.

"For study of course. I'm a biochemist Kitty. Mutant powers are caused by the X-Gene, genes create enzymes or chemical compounds that help our body function. The chemistry of the human body is my field, so just call it scientific curiosity. I want to know how the X-Gene works, what is the enzyme it creates that grants superpowers? Though given the vast array of powers it seems to be able to grant I'll probably need a larger sample size in order to come to any conclusions…"

Kitty cut off his scientific rant. "Fine, I'll give you a blood sample, you've been more than generous so far, I owe you that much, but I'll only give it to you after we find Spinnerette and make sure she's okay."

"Fair enough, I suppose we should get to it then Shadowcat." Ant-Man was in mission mode now, hence the use of the code name. Though in the back of his mind he smiled as he realized that this was his chance to figure out Spinnerette's secret identity and finally get even with her on that score.

* * *

Elektra Natchios stood in front the second most powerful crime lord in New York City; he had no guards around she had earned his trust in various ways, mainly assassinations and her relationship with his daughter. Silvermane was an old man well past his prime, but he still had his uses. Hopefully he would be smart and would choose to be helpful to those she represented, if not… well that would be rather unfortunate for all involved.

"Fisk is weakening, Scorpion, Spinnerette, Daredevil. All these long underwear types are cutting heavily into his profits. Now is the time prepare to ascend Silvermane. If things keep going the way they are for Fisk his empire will crumble. Better to take him out as soon as possible then wait for the chaos of the collapse and weaken yourself in the ensuing brawl." She said in her thick Greek accent.

"You think I don't see that Ms. Natchios? I know that Fisk's position is precarious at best right now. You can be damned sure he knows it too. He'll be on high alert waiting for just such as a move from one of his rivals. I may be his closest competition, but even I have less than half the influence that he does. Such a move would be suicide." Silvermane said.

"The people I represent would be more than happy to provide you with the manpower you need. Dethroning Fisk would be in the mutual interest of both of our organizations Mr. Silvermane." Elektra said.

Silvermane chuckled bitterly. "Let's not be coy with one another. I know exactly who you represent. I also know that they don't intimidate me. The Hand is nothing more than a HYDRA splinter group and most of HYDRA's assets were gobbled up by the Russians. You're toothless Ms. Natchios, don't waste my time."

Elektra's previously cordial countenance turned dark. "Very well Mr. Silvermane, we shall dispense with the games if that is what you desire. Let me be clear: We are far more than a HYDRA splinter group and you called us. The reach of The Hand is great and we intend we intend to grasp all we can. This offer was extended to you out of courtesy; you can either reach for the stars with The Hand or be crushed in our fist. We thought you would be the easiest to work with, we have have the manpower and you have the required local infrastructure for this joint venture. However do not mistake that for meaning that The Hand has need of you. I'm sure there are others who would jump at such an offer."

"You take me for a fool, who else would you go to? Hammerhead? Don't make me laugh if you go to anyone else you'll just end up paying even more of a butcher's bill to take down Fisk. if you even manage that. If I accept your offer I'll just end up in the pocket of The Hand. I didn't get this far in the underworld by making bad deals." Silvermane said.

Elektra sighed. "Age has made you weak, such a pity. From what I'd heard you were once man of vision. Well we can't have you getting in the way now can we?" Elektra pulled out one of her sai and plunged it into the old man's heart.

"My men will destroy you for this." He gurgled.

"Oh I sincerely doubt that. I know how to frame this to make it look like Fisk did it. Besides I have someone very trusted by your organization willing to vouch for me." Elektra said with a smirk. The door to the room opened and Silvermane's college age daughter Alisha stepped in. Elektra gave the raven haired beauty a sad smile.

"I take it father refused your generous offer Elektra?" She asked nonchalantly.

"Yes, I'm sorry it had to come to this my love." Elektra said.

"Don't be, my father was a fool, he wanted to shelter me from this life. He should have known that the apple wouldn't fall far from the tree. The proper will has been forged all of my father's assets will revert to me and be at your disposal. Soon we will rule this city like queens."

"Not just this city love, soon the whole world will be in our hands." The two lovers shared a passionate kiss to seal the deal.

* * *

Magneto floated serenely over the Atlantic Ocean waiting for his appointment to show up. Irene Adler or Destiny as she now called herself had said that acquiring this man for his plans was vital. The man he was meeting with had a well-deserved ego, but still Magnus couldn't help but be a little impatient.

The water in front of him formed a whirlpool and then a cyclone of water shot up with a muscular man holding a trident at the top. Magneto knew this man from the history books: Namor the Sub-Mariner and King of Atlantis.

"I am humbled that you responded to my invitation to meet your highness." Magneto said feigning subservience to the king of the oceans. He thought himself below no man, but he knew just how dangerous Namor could be.

"I do so against my better land dweller, but not many humans can send me a message. I admit I was curious what sort of man you were." Narmor said folding his arms.

"I am not a man as you have known them Your Majesty. The ones you have known are Homo Sapiens, I am a Mutant, Homo Superior, the next stage in human evolution." Magneto said proudly.

"An improved human is still a human land dweller and Atlantis is little more than ruins thanks to your people. My curiosity and patience is running thin human. Get to the point. Why have you summoned me?" Namor asked.

Magneto's eyes momentarily flashed with anger. He briefly contemplated impaling Namor on his own trident, but Destiny had insisted that getting Namor to join was vital for the success of the Brotherhood's plans, so he reigned in the impulse. "The reason I called you here is quite simple your majesty, I wish to forge an alliance that will be beneficial to both of us."

"I've worked with you land dwellers before. I've seen how you pay your debts. Why should I believe that you are any different. I have known people with powers before. They didn't stop my home from being destroyed, why should I trust you?" Namor asked.

"Your skepticism is understandable, but we have a common foe, the human race fears and wishes to destroy my people I wish for them to take their proper place as rulers of the land. You wish for revenge on humanity for what happened to Atlantis. I promise if you aid me in my goals Mutantkind will recognize and respect the sovereignty of Atlantis. Even we cannot fight the full might of the oceans." Magneto said.

"And yet you plan to wage war on the surface world. Magneto, you are either a fool or far more dangerous than you are letting on. I'm not quite sure which notion is more disquieting." Namor said.

"Of course I am dangerous, I am the Master of Magnetism, but I am also sincere in my offer. Aid Mutantkind in taking over the surface world and I guarantee the safety of Atlantis and her people. I have the power to make it so."

"If you are so powerful then why do you need me?" Namor asked.

"No single man, no matter how powerful, or how dangerous he is can change the world alone. I'm gathering like minded Mutants, but even that might be enough. An alliance between Mutants and Atlantis however, that cannot be ignored."

"Very well Magneto, I will aid in your cause, but be warned. I am also a dangerous man and if you betray me you will not live long enough to regret it."

"I would expect nothing less your majesty."

* * *

Kitty had shrunken down using Pym particles and was riding on Ant-Man's shoulder as he approached Hell's Kitchen. Strictly speaking this wasn't something that had to be done, they easily could've snuck into Hell's Kitchen if they both shrunk, but Dr. Pym wanted to keep his good relationship with the police so he wasn't about to sneak past them.

Kitty on the other hand wasn't ready to make her debut as a superhero yet, especially not in a costume that would almost certainly get her named Ant-Girl. Being shrunken had given her an odd sense of vertigo. Everything being bigger than it should be and the bumpiness of riding on a man's shoulder made her want to throw up. Still it got her into Hell's Kitchen without being seen by people in this ridiculous outfit so she couldn't complain too much.

Once they were past the police barricade she hopped off of Ant-Man's shoulder and on to the ground. "So what do we do now Dr. Pym?" She asked through the radio in her helmet. He as the more experienced hero so Kitty figured it would be best to let him take the lead on the search for Gwen.

"We should probably split up, we'll cover more ground that way, especially with the ants helping us." He said. Kitty made a face when he mentioned the ants again, not that he could see it with her being shrunk down like she was.

"What do I do if I run into Scorpion?" She asked.

"Pray that you don't, I'm not sure that we can handle him if Spinnerette couldn't. If you see him phase and run the other way. We're not here to fight him anyway; we're here to help Spinnerette." Ant-Man said. Kitty had to admit that she appreciated that logic, truth be told she wasn't sure she wanted to get into a fight. Yes, she was ultimately training to do just that at Xavier's school, but without the others to back her up she wasn't sure she was ready for that.

"Alright, so I guess this is where we split up." She said. Ant-Man nodded.

"If you find Spinnerette we can communicate using the ants. They have quite the network." Ant-Man shrank down and walked away from her leaving Kitty to walk in the opposite direction. Well perhaps wander was a more apt description. This was the first time she'd ever been in Hell's Kitchen so she had no idea where she was going. Though in fairness she supposed that didn't matter since she was looking for Gwen and didn't really have a destination in mind.

So she wandered aimlessly and took in the scenery. It wasn't hard to see that the people were living in fear now that Scorpion ruled the roost in this neighborhood. Doors were locked and windows shuttered, it filled Kitty with rage like she'd never felt before. People shouldn't have to live in fear in their own homes. She wondered if this was a little like how her parents felt back when they lived in the Warsaw ghetto back in Poland. She hoped that once they found Gwen that Scorpion would get what was coming to him.

That said she still had to find Gwen and she had no idea where to even start looking. Then she saw an ant nearby, at first she phased involuntarily out of fear. Seeing an insect that was the same size as she was was disconcerting to say the least. Once she got over the shock she willed herself solid. This helmet was supposed to let her talk to ants and since she had no idea what to do anyway what did she have to lose?

"Um… hello." She said. She was talking to an ant. This was stupid, no it was beyond stupid. It was an ant, there's no possible way it could understand what she was saying. Perhaps Dr. Pym just wasn't all there.

"Hello, do you need something?" The ant asked. Kitty gasped in shock and stumbled backward. She had to be hearing things. There was just no way that that had just happened.

"Y-You talked! You actually talked!" She stammered. Ants could talk, at least when she had this ridiculous helmet on Kitty's mind went numb for a moment as she tried to process this Earth shattering revelation. Her mind flashed back to all the picnics she'd had as a kid and all the ants she'd squashed in order to keep them out of the food and a sudden wave of guilt washed over her.

"Yes, of course I spoke you spoke to me." As far as she could tell the ant looked confused.

"I wasn't actually expecting you to talk back! Dr. Pym said that you would be able to, but I didn't believe him. I'm sorry, this is just a lot to take in." Kitty said. The ant still looked a little confused.

"Is there something I can do for you?" The ant asked.

"I'm looking for a friend of mine, I was hoping you and your friends would be able to help me." Kitty then described what Gwen looked like in her Spinnerette costume. She felt kind of silly doing this, would an ant even be able to tell different people apart?

"I will get my fiends looking, stay here." The ant said.

"Thank you." Kitty said. She sat there for a good twenty minutes waiting for the ant to return. When it finally did, at least she assumed it was the same ant, she couldn't really tell it looked excited.

"We found your friend! The other small human is already heading there." It said. Other small human? It must have meant Dr. Pym.

"That's great, can you take me there?" Kitty asked.

"Yes. Follow me." Kitty nodded and followed the ant for a few blocks to an apartment building. At her current size it was rather easy to get inside and though she was tiny she still had the same muscle strength so getting up to the third floor where the particular apartment she was looking for was, was far from difficult. When she did get there she found Ant-Man waiting for her.

"I'm glad you finally made it Shadowcat." He teased. She glared at him but her heart wasn't in it.

"The ants think Spinnerette is in there?" Kitty asked. She still felt awkward not using Gwen's real name, it was how Kitty had always known her, but since Dr. Pym didn't know she wasn't about to blow her friend's cover.

"Yes, we should grow back to normal size before going in. We don't want to frighten whoever might live in that apartment." Ant-Man said.

"And knocking on their door dressed like this won't freak them out? This isn't Halloween Dr. Pym." Kitty snarked.

"I doubt it judging by the golden cross in her window I'd say we're dealing with a Night Nurse Shadowcat."

"Night Nurse?"

"Medical professionals who patch up people like us so we don't have to go to hospitals and put our secret identities at risk. This person will have dealt with heroes before."

"That's handy. I'll have to keep that in mind for later." Kitty mused.

"Now then we should take our growth potions before we do anything else." Kitty nodded and did so at the same time as Dr. Pym. Much like when she shrank a sense of vertigo washed over her as she returned to normal size.

"I don't remember following a white rabbit anywhere." She muttered.

"Hm?" Ant-Man asked.

"Oh, it's just all this shrinking and growing makes me feel a bit like Alice, but New York City is no Wonderland. Then again, Wonderland wasn't that great either." Ant-Man chuckled.

"No, I suppose it wasn't." Then he knocked on the door. It didn't take long for it to open revealing a black woman.

"I take it you guys are friends of Spinnerette's?" The woman asked bluntly.

"Ah yes, we've been looking for her so we could take her home. I'm Ant-Man and this is Shadowcat."

'You can call me Claire. Spinnerette is inside." The woman said. The two of them stepped inside and found Gwen laying on the couch. She noticed them immediately.

"Kitty, Dr. Pym? What are you doing here?" Gwen asked.

"We've been looking for you Peter was worried sick, he called me and had me get Ant-Man to help find you." Kitty said.

"I take it your battle with Scorpion didn't go will spinnerette?" Ant-Man asked.

"No, he beat the crap out of me and you can call me Gwen Dr. Pym, that's my name Gwen Stacy. I figure I at least owe you that much now."

"The police chief's daughter? Well that explains why you wanted to go after Scorpion so bad. Well, now that I know you're safe I think I'll be going; it doesn't look like you'll be getting into any more trouble an time soon. You can keep the suit Shadowcat, if you need more Pym particles I can send them to you." Ant-Man said before leaving.

"Gwen can I speak to you in private?" Kitty asked.

"Of course Kitty." Gwen winced as she got off the couch, but the two of them went into the kitchen.

"How bad are your injuries?"

"Not as bad as they seem, Claire patched me up really well and I have a bit of a healing factor; I'll be slinging webs again in no time. So Shadowcat huh?" Gwen said with a smirk.

"It was the best I could come up with on short notice." Kitty said blushing.

"No, I like it. Though I have to say you look absolutely ridiculous in that outfit." Gwen said.

"I know, but it hides my identity."

"That it does." Gwen chuckled. "Still I suppose we should get out of here and call Peter's Uncle Ben for a ride, I'm not quite up to webslinging just yet. I suggest you change first though."

"How are you going to explain your injuries and going off the grid for days?" Kitty asked.

"I'll bend the truth a little. I'll say I got mugged on the way home and that an off duty nurse found me, took me to her home and patched me up." Gwen said.

"Okay, that works. What about Scorpion?" Kitty asked.

"I still plan to go after him. Once I'm healed another hero Daredevil wants to meet with me. I assume he wants to help me take down Scorpion."

"I'll be helping with that as well. I've seen what this guy has done and I won't stand for it. I want to help you bring him to justice Gwen."

"Well I can't say I won't like having the backup. I'm glad to have you aboard Kitty."

* * *

Ben Parker had never made Gwen nervous before, but right now she was really sweating. They'd dropped Kitty off and a bus stop so she could get back to Westchester leaving the two of them alone in the car and for a reason unknown to Gwen there was a tension in the air that was thick enough to cut with a knife.

"Do you like ice cream Gwen?" Ben suddenly asked. This was certainly out of left field, all that awkward silence and all he asks is if she liked ice cream? There had to be more to it than that.

"Yeah, I like ice cream, why?" She had a feeling she wouldn't like where this was going, but since Ben was driving she didn't have much choice. Whatever he wanted was probably serious so Gwen figured it was best to just play along.

"We need to have a talk and I find that ice cream makes these things a little easier to swallow." He said. "What your favorite flavor Gwen?"

Now she really didn't like where this was headed. Maybe she could deflect the conversation. "Strawberry, but you don't have to get me anything Mr. Parker, I know how tight your budget is. I wouldn't want to impose."

"Nonsense Gwen, this is important and I want ice cream, so we're getting ice cream, end of story." Soon the car pulled up to a small ice cream parlor with outdoor benches. There weren't any customers it seemed and the workers were all inside. Ben went in and came back shortly with two ice cream comes. A strawberry one for her and a chocolate one for himself.

As the two of them sat down on a bench Gwen worked up the courage to speak by licking her ice cream cone. "So Mr. Parker what's this about?" She asked. Ben sighed and licked his own ice cream.

"There's no way to ease into this Gwen, so I'm going to just come out and ask. When were you planning on telling us that you are Spinnerette?" Gwen nearly dropped her cone. She couldn't believe what she was hearing. She'd been so careful. How had he found out about her secret identity?

"H-How long have you known?" She asked. She had to know when she'd slipped up so something like this didn't happen again.

"I've had my suspicions for a while, you started acting a bit guarded once Spinnerette showed up. You always seemed tired and would give vague answers when we asked why. I wasn't sure until tonight. Scorpion claims to have beaten Spinnerette and you disappear only to show up nearly three days later injured and claiming to be mugged. I'm not stupid Gwen."

"I never thought you were Mr. Parker. Does your wife know too?" She asked.

"No, bless her but May is a bit naive, and I don't want her fretting any more than she has to. I assume that Peter is aware of your nightly activities?" Ben asked.

"Yeah, he's the one who built my webshooters. Spinnerete owes a lot to Peter. In fact he was my inspiration for becoming Spinnerette in the first place." Gwen said.

"Let me be frank Gwen, I'm not sure I approve of you being Spinnerette. Think of what this does to the people who care about you. No doubt Peter is worried sick every night wondering if you'll ever come back. Not to mention the people who don't know, if something happens to you in costume to them you'll just disappear and never know why, or worse they'll find out that you kept this from. Gwen you need to realize with great power comes great responsibility, and you're not being very responsible."

"I know that this power comes with a responsibility Mr. Parker. That's part of the reason I became Spinnerete in the first place. I have this power, I might as well put it to good use and help people. It would be irresponsible for me not to." Gwen countered.

"I admit that there's a logic in that. That said I'm not sure I want you around Peter anymore. I love that boy like he was my own so and I see the way he looks at you. He cares about you deeply, romantically even. I'm sure you already knew that; I don't wanting him getting crushed when something happens to you Gwen."

"I care deeply about Peter Mr. Parker and I would never want to do anything that would hurt your nephew. That said I'm afraid I can't do what you ask because it's self-contradictory. You want me to stay away from Peter because something might happen to me and that would break his heart, but in leaving him alone I would most certainly break his heart. You want me to prevent the thing you are worried about by doing that very thing."

"Be that as it may, I feel that Peter might be better off not having further involvement with you. Yes, you leaving his life would hurt, but he'd get over it in time. The longer you stay around the closer you will become and the more it will hurt if something happens to you. Now tell me, is it responsible to continue to be involved with Peter when breaking it off would cause him less pain in the long run?"

"Mr. Parker let me ask you a question. Police officers and firefighters put their lives on the line every day. Every time they go into work they know it may be the last time. They still have friends and family, they fall in love, get married and have kids. Should every police officer, firefighter, or even soldier be an emotionally distant recluse? What I'm doing is no different that what they do. If they can do it I should be able to as well. Don't make me break Peter's heart, I have enough to atone for."

Ben sighed. "I suppose you have a point Gwen. It's just.. you should have seen Peter. He was absolutely worried sick about you. I hate seeing the boy like that; he's already lost so much. Both his parents, his ability to walk…"

"I understand how you feel, I felt the same way when I went after Scorpion. I already lost my mom when I was a baby. I couldn't just sit there while the freak who put my father in the ICU was out there doing who knows what else. I let my emotions get the better of me, I won't make that same mistake again. As for Peter losing his ability to walk… that's my fault."

"Your fault, don't be silly Gwen you didn't dress up in a ski mask, break into our house and try to rob us at gunpoint. Nothing about what happened to Peter is even remotely your fault." Ben said.

"I'm not so sure. Remember that radioactivity exhibition where Peter and I first met? That's where I got my powers. Peter gave me his spot because I was too short to see. There was a spider that had been affected by the experiment, it bit me. If I hadn't been there it would have bitten Peter and he would've gotten the powers. Then he could've stopped that robber without being shot and your family would be in a much better place financially. I'm sorry." Gwen looked down in shame.

She felt Ben put his free arm around her and tilt her face upwards so that she was looking him in the eye. "Gwendolyne Stacy, look at me and listen long and hard to what I'm about to say. You are not to blame for what happened to Peter. Yes, our budget is tight because of his medical bills, but people have been helping us; we'll make due, I promise. I believe that everything happens for a reason. For all we know you getting bitten by that spider instead of Peter was the best possible outcome. It gave Peter something he lacked: friends, and of all the people he could be friends with I'm glad it's people like you and Kitty. I'm sorry I doubted you."

"No, it's alright Mr. Parker. I understand where you were coming from, you only want what's best for Peter. I want the same thing and I'm glad we can see eye to eye on the matter. You have nothing to apologize for. I'm sorry I kept the fact that I was Spinnerette from you; I was afraid that you would tell my dad and he would never approve. I need to keep being Spinnerette so I can help people, so I can help make sure what happened to Peter doesn't happen to someone else."

"It's alright Gwen, your secret is safe with me. Now we better finish our ice cream before it melts. Besides we don't want to keep Peter waiting too long, he's dying to see you."

* * *

Michael Morbius was awoken by all the glass in his house shattering as it was violently torn from its window mounts. It was like a bomb had gone off. Adrenaline pumped through his veins as his eyes adjusted to the darkness. Next to him he heard Emma shriek.

"Are you hurt my angel?" He asked quickly. She didn't answer at first, Morbius assumed that she was in shock. He pulled her close in an effort to comfort her as well as protect her from whatever came next.

"No Michael, I'm alright what happened?" Her breathing was fast, that was understandable given what was going on. What exactly that was Morbius still wasn't sure. He made soft shushing noises to calm his young lover.

"Stay here my love, I'm going to call the police." He said, he moved to get off the bed, surely his feet would be torn apart by broken glass, but whatever had just happened, the police needed to be informed.

"No Michael, you can't, how will we explain me being here? The scandal would ruin your career." Emma asked as she held him back. That was true, he'd been so concerned with the crisis in front of him that he had thought that far ahead. Still if this was some kind of attack they would need the police.

"That will not be a concern soon enough." A voice said. Morbius and Emma looked toward the window frame to find the silhouette of a man floating in the moonlight, a purple floating in the breeze. "Ms. Frost will be coming with me."

"Who are you and what do you want with Emma?" Morbius demanded. The next thing he knew he felt an invisible force grip him and slam him against the wall.

"No one gave you permission to speak human." The caped man said. "My name is Magneto and I have need of Ms. Frost's special abilities, for a very important cause. The ascension of Mutantkind to its proper place as rulers of this world."

This Magneto knew about Emma's powers? What would such a man what to use her for? He didn't dare speak again, he somehow knew that what the man had done thus far was but a small taste of his power.

"You think I'd help you after what you just did?" Emma asked defiantly. "I only have one thing to say to you: Go to sleep." Morbius smirked, Emma had him now, she was using her powers. This Magneto would be putty in her hands. Yet nothing happened.

Magneto chuckled. "Did you think I would come after you in hopes of using your powers and not have a defense against them, how very naive of you Ms. Frost. This helmet I where is not just for decoration, it shields my brain from psionic energy. You see I have enemies with abilities like yours and I have prepared for such an encounter."

"What do you want with me?" Emma asked her voice trembling.

"My associates and I are going to do something that will change the world, but we need to avoid psychic detection. I ask very little from you, simply shield their minds from psychic detection and attack for this and all future ventures."

"Why can't you just give them helmets like you have?" Emma asked.

"Alas, my helmet cannot be replicated. Hence the need for you to join us." Magneto explained.

"And if I refuse or betray your team?" Emma asked with fire in her eyes.

"Then I will kill the human that you hold so dear. You know that you cannot stop me from making good on this threat." Magneto said evenly.

"Emma I will not allow you to be a slave to this man for my sake!" Morbius protested. Emma gave him a pained look.

"I love you Michael." She whispered before giving him a tender kiss. Then she turned to Magneto. "Alright, you win, I'll go with you, but I need to get dressed first."

"Do it quickly, there is much to be done and a small window in which to accomplish it." Magneto demanded. Emma nodded and complied Morbius could do nothing but watch as the woman he loved was taken away by Magento.

There was nothing he could do. Magneto was far too powerful for him to fight. He couldn't tell the police that Emma had been kidnapped without ruining their lives and any chance they had of being together, not that the police could do anything anyway. No, it would be up to Morbius to save the woman he loved, but to do that he needed power and he already had an idea of where to get it.

* * *

Daredevil just barely dodged the punch that came his way and he was glad he did too, the blows that Spinnerette had already landed on him had rocked him quite hard; the girl was trong, no question. He wasn't used to battling someone with this level of reflexes. He grabbed Spinnerette's arm and executed a judo throw but she just landed on her feet behind him and went on the attack again. This time he caught her fist and moved it out of the way so he could chop her in the chest with his free hand.

Spinnerette d backward, toward the edge of the roof they were fighting on but she wasn't in any real danger of falling. Daredevil leaped over her and tossed his billy club at the back of her head. He heard the telltale hiss of sPinnerette's webshooters, a web line and latched itself on to his billy club and now she was spinning it around with the club acting as a blunt end to the line. It was moving at such speeds that he could barely dodge it, perhaps he'd underestimated Spinnerette's fighting capabilities.

Then something else caught Matt's attention. To be more precise something that should have been there, but wasn't. Spinnerette wasn't his only opponent tonight, she'd also brought a friend who went by the codename of Shadowcat. She was a Mutant of some kind, he hadn't asked what her power was, he wanted to make this as realistic as possible. Shadowcat hadn't moved since the fight had begun, but now she had completely vanished from his radar sense.

Suddenly a punch hit Daredevil square in the jaw, it hadn't come from Spinnerette she was still keeping the pressure on by spinning that billy club. He'd been completely blindside, he'd only sensed the fist at the last possible moment, too late to react. He lashed out trying to tag his assailant, obviously Shadowcat, but he found nothing but air waiting for him.

The distraction provided Spinnerette the opportunity to crack him in the side with her spinning billy club. He was going to feel that one in the morning, he could already feel the bruise forming. A fot appeared in his radar sense and swept Daredevil's legs out from under him. Shadowcat and struck again and Spinnerette was moving in to finish the job.

"I yield." Matt said raising his hand in front of his face. "Good match you've made a lot of progress in these last couple weeks Spinnerette."

"Thanks, I still don't know if it's enough to take on Scorpion though." She said.

"If you use your Spider Sense like you did against me and remember what I taught you about how to strike you should be just fine, especially if you have your friend with you. How did you pull that disappearing act Shadowcat?"

"That's my Mutant power, I can become intangible and phase through objects." Shadowcat explained.

"Intangibility, well that explains how you disappeared from my radar sense, there was nothing solid to detect, I must say that you are aptly named, it was like I was fighting a shadow." Daredevil said.

"Thank you for training us Daredevil, I don't know if we'd have a chance of beating Scorpion without it."

"It's not a problem, someone has to take care of him, and I don't have the power, I'm happy to help. Also I'd be willing to continue this training if you like Spinnerette, there's much you could improve on.

"Yeah thanks Daredevil. Shadowcat wouldn't be able to join us very often due to her other commitments, but I'll happily continue this training."

"Alright then, good luck with Scorpion." With that Matt picked up his billy club and took his leave.

* * *

Gwen swung back into Hell's Kitchen as a woman on a mission. She was still seething over what Scorpion had done to her father and now she had a beating to repay him for. Things would go differently this time.

Not only had her weeks of training with Daredevil made her a better hand to hand fighter, but now she had Kitty backing her up, and most importantly of all she wasn't letting her anger cloud her judgment. She'd gotten sloppy last time, the wounds were too fresh, now she was in control and Scorpion was going to see what Spinnerette could really do.

She had a feeling the bastard wouldn't be hard to find, all she had to do was follow the trail of destruction and corpses that he left in his wake. Gwen made her way back to where they had first fought, maybe this guy was egotistical enough to respond to being called out.

"Scorpion, where are you? I'm here to take you in so get out here and take your lumps like a man!" She shouted.

"Should we really be provoking him?" Kitty asked. Gwen nodded.

"Oh yeah, I want him angry, like he made me angry, it will make him slip up and then I can clean his clock. Let him come, with you on my side there's not much I need to worry about, we can take this guy, heck I might be able to take him by myself."

"If you say so, you're the experienced one here, I'm just along for the ride. Don't get me wrong, I'm happy to help you out, just remember that I've never done this before. Getting the bad guy mad seems pretty risky to me." Kitty said.

"I know, but you're going to have to trust me on this. I promise I won't let anything happen to you Kitty."

"I'll be fine Gwen, he can't touch me if I don't want him to. It's you I'm worried about." Any further conversation was put on hold as something approached with all the subtlety of a freight train. Judging by the garish green speck that was coming in their direction it seemed that Scorpion had heard her. When he finally arrived he gave a sick laugh at seeing the pair of teen superheroes.

"Spinnerete, you should've stayed buried kid. I didn't want to have to kill you, but my boss insisted that if I ever saw you again that I finish the job. I don't like killing little girls and now I have to off two of them." He seemed sincere about that, not that Gwen really cared.

"You gave up your right to morality when you started killing people outside of the law, and now I'm going to make sure you pay for your crimes." Scorpion laughed.

"I left you under a building last time, you can't beat me. That's why you brought your little friend and she won't make any difference, but I doubt you're going to listen so we'll just have to have a repeat performance, won't we Spinnerette?" Scorpion's tail shot up at Gwen who jumped up, landed on it and ran down the length of the artificial appendage and delivered a spin kick to the back of Scorpion's head.

"Did you just spin kick him?" Kitty asked as the villain staggered forward.

"I know right? I've always wanted to do that." Gwen said smiling.

"Please don't do it again." Kitty said. Scorpion ran for Kitty faster than she could react wrapping his tail around her.

"Last chance to walk away Spinnerette, or your little friend gets it."

"Oh, I'm not worried about Shadowcat, she can handle herself." Just as she said that Kitty phased out of Scorpion's grip and gave him a swift kick in the balls. Frank castle fell to his knees in pain, but he was still aware enough to fire a stream of acid at Gwen who countered with some of her special antacid webbing.

"What's the matter Frankie, feeling a little impotent? I hear it happens to all men, why don't you run home and cry to your wife about it? Oh that's right, you don't have one. Even if you did with a problem like this kids wouldn't be likely." Spinnerette taunted, she'd done her research on Frank Castle, she knew this would touch a nerve.

"You shut your damn mouth. You don't get to talk about them you cheeky little bitch!" Frank howled as he charged at Spinnerette. Gwen smirked, that was just what she wanted. She grabbed a now solid Kitty and jumped on to the roof of the building behind her so Scorpion did nothing more than plow through a brick wall, not that it really hurt him.

An enraged Frank climbed up to the roof of the building across the street, probably hoping to jump across and use his momentum to strike a knockout blow. Well two could play at that game. Gwen fired a webline that attached to the chimneys of the buildings on either side of her, essentially creating a giant slingshot.

She and Kitty leaned back into the web, preparing to propel themselves forward and let loose the same moment that Scorpion jumped. It seemed like they were just going to crash into each other in the middle of the street until Scorpion whipped out his tail ready to spray them with acid.

Shadowcat reached out, grabbed the tail and phased it, allowing Spinnerette to bypass it and sock Scorpion hard in the jaw. He went flying backwards and crashed to the street below while the two teen heroines landed unharmed. Castle was dazed, but still conscious, but that was easily dealt with. Kitty phased his tail into the street and Gwen webbed him up.

"And takes care of that." Gwen said as she marked him with her spider seal and left her calling card. "You sure you don't want some of the credit for this Shadowcat?"

"Nah, the professor doesn't want us outed yet, so I'll have to pass. I'm just happy I could help." She said.

"Alright," Gwen said, "we'll leave this for the police to clean up."

* * *

Robbie Robertson was surprised to see Eddie Brock run into his office at The Pulse. Well office was probably a charitable description as they really only had a small building that more resembled a house than a newspaper office. "Robbie, did you hear the news?" Eddie was panting for breath as if he'd run all the way here.

"What news Eddie? What's going on? I've been here trying to figure out how to get this paper's circulation off the ground so no I haven't heard any news." Robbie said.

"Well I think I have the answer to that problem. Spinnerette apprehended Scorpion and when the police interrogated Castle he sold out his backer. The guy who paid for him to him to get his powers was Jameson."

Robbie put his hand on his desk to stabilize himself, he just couldn't believe it. "I knew Jonah was having issues since John died, but to go so far as to create something like Scorpion… I never would have thought he was that far gone."

"It gets better, when the police went to take him in for questioning he not only admitted it, he attacked the police. They're carting him off to the Ravencroft Institute for the Criminally Insane alongside his creation." Eddie said.

"That's horrible! Without Jonah, the Bugle will collapse and all those people will be out of jobs. I wish there was something we could do for them." Robbie mused

"We can hire them after we get The Pulse off the ground and Jameson's fall may be just the story we need to do it Robbie. Think about it, this is going to be huge news and we have a leg up on the competition. We worked for Jameson, we saw his descent into madness firsthand. If we write a story about that our circulation will go through the roof!"

"I don't know Eddie, Jonah was my friend and a good man. It wouldn't feel right using his misfortune to boost ourselves up. He trusted me, I don't want to betray that. This would ruin his reputation."

"His reputation's already in the toilet Robbie, we can't do any more damage than he's already done himself. You and I both know he's not the man who hired us anymore. That's why we started The Pulse in the first place. We've been looking for a big story to break on to the scene with. Now one falls into our laps and you're getting cold feet?"

Robbie sighed. "You're right Eddie, as much as I hate to admit it, you're right. We can't help those people at the Bugle unless we get The Pulse off the ground and this story looks like our best chance at doing that. Do what you have to do."


	6. Chapter 6: Days of Future Past

Disclaimer: I don't own Spider-Man or any other Marvel Properties that appear in this fanfiction.

Author's Note please note that as with all fanfiction I am taking certain creative liberties. Characters may appear sooner than in canon, in a different role or not at all.

**The Spectacular Spinnerette**

**Chapter 6: Days of Future Past  
**

Katherine "Kate" Pryde stalked her way through the ruins of Park Avenue and New York City as a whole. Thirty years ago this had been a nice place to live. Now in the year 1996 it was little more than a slum.

"I wish you'd picked a safer place in Manhattan for our rendezvous Laura, not that there's a safer place to pick." She mused. This was the territory of the Night Queen, the one place even the Sentinels away from. Kate wasn't sure if she'd rather deal with the robo-Nazis or the legions of the undead. In an ideal world she'd have to with neither, but this was far from an ideal world.

Still vampire territory was the last place the Sentinels would look for a Mutant, which is why Laura had chosen it. Everything looked peaceful, but being in the Night Queen's domain while still having her powers inhibited was something that was pretty low on her to-do list, so the sooner Laura made her appearance the better.

Suddenly she felt her foot hit a trapdoor and Kate was falling. She felt her stomach sink as she realized that all the work they'd put in was about to be for naught. They were so close too. As expected she found herself surrounded six by pale fanged individuals.

"Vampires." She breathed.

"How observant of you Mutie. Thanks for dropping in we were getting hungry." A particularly nasty vampire who Kate assumed was the leader said.

"Let me go, I'm on official Sentinel business." She said.

"Big deal. Those rust buckets don't scare us. We're part of the Night Queen's legion and soon you will be too." The vampire sneered. Kate knew she couldn't fight these bloodsuckers off without her powers, damn those inhibitor collars. So this was it, after everything she'd been through this was the end.

"No, you're going to release the woman just like she asked." A feminine voice said. All eyes went to the doorway at the other end of the room where a short black haired woman stood. Laura Kinney had arrived.

"No one tells us what to do except for the Night Queen!" With that said the half dozen vampires charged Laura who popped her retractable claws two in each hand and foot. With surgical precision she picked the undead apart. She was a trained assassin after all and these were just supernatural street punks.

"I may not be able to kill you fanged bastards, but you can't kill me either and I can make your afterlives even more of a living hell than they already are." Laura said as the vampires backed away from her, the lacerations she'd caused mending due to their healing factors. "I can keep this all day so what's it going to be boys, you want to fight or are you going to let us go?"

The vampires fled and Laura helped Kate up to her feet. "Cutting it a little close weren't you Laura, and isn't popping your claws a little risky, the Sentinels will detect you." Kate said.

"Sorry I'm late, you know how the Night Queen's coven can get around those of us who still have a pulse, even the ones she lets travel through her territory. Don't worry about the rust buckets, they won't risk coming here, even if X-23 is back in town."

"So tell me, Colonel Kinney how are things in the Canadian Resistance Army?" Kate asked.

"Oh, a thrill a minute. The word from London is that everything is on automatic. The moment the Sentinels step out of North America the other Great Powers will launch a full nuclear strike."

"So then it's up to the X-Men to save the world." Kate summarized.

"Isn't it always? Anyway here's the last component of the jammer. Like the other modules it's invisible to the Sentinels, you should have no problem sneaking it into camp." Laura said.

"That's easy for you to say." Kate replied.

"Fair enough. Phase two begins at midnight when I bust you guys out."

"We'll be waiting Laura and thanks." With that the two parted ways for now and Kate made her way back to the concentration camp she lived in. A concentration camp for Mutants. Now she knew how her parents felt in Auschwitz, it had been been a generation before the world had found new pariahs to replace the Jews, and those Pariahs were Mutants.

Millions had died since the Mutant Control Act of 1971 had passed, not all of them Mutants and those with powers that were still alive in North America save a few like Laura were herded into camps very much like the ones Hitler had built in World War II.

It was only after a truly humiliating and extensive search by the Sentinels that Kate was allowed to reenter the prison that she called home. As Laura had predicted the Sentinels hadn't detected the piece for the jammer, so at least that part had gone as planned.

The first thing she passed was the cemetery, as always there was a fresh grave. Buried here were the heroes who had died trying to fight the Sentinels. Of course if things went as planned this second holocaust would never even begin.

Of the the X-Men and of fabled heroes of North America in general, so few remained now. Counting Kate and Laura there were five. "I'm home!" Kate said as the remaining X-Men gathered around her. "Sorry I'm late, I ran into a vampire pack, they ran into X-23. Laura says she'll strike at midnight, pase one must be completed by then."

"I can have it ready by then, no problem and soon enough this nightmare will never have begun. Said a young blonde woman, her name was Valeria von Doom, otherwise known as the Invisible Girl, child of Susan and Victor von Doom. Valeria was supposed to be the heir to the Latverian throne, but she'd been stranded in America when her family tried to help fight of the Sentinels.

"Building a machine is easy Valeria, you don't have to send Kate's mind back in time back in time like I do." A dark haired young woman around Valeria's age said.

"Oh come on Rachel, you're the daughter of Jean Grey, if anyone can do it, it's you. I mean you're amazing." The fourth member of the group said, this time a half-Asian male.

"I'm not in the mood for your flirting Firecracker. Your dad couldn't win over my mom, and you are most certainly not going to win me over, but if I need a fireworks display I'll call you Summers, not before." Alex "Firecracker" Summers wilted. He'd been trying to get Rachel to date him for years to no avail. He was the son of Scott Summers and Jubilation Lee, and had inherited his mother's powers, hence the unfortunate nickname.

"I mean it though Rachel, I know you can do this." Alex said.

"My mother could do it, but she was one of the most powerful psychics in the history of the world. I'm not Jean Grey and I'm not sure I can live up to that legacy." Rachel said.

"Rachel Howlett, you are just a powerful as your mother and just as stubborn as your father. It's like he used to say: You're the best there is at what you do. You can do this. You have to do this." Kate said firmly.

"Well said Ms. Pryde. We must complete our mission or the whole world is doomed." The group turned to find Magneto rolling up to them in his wheelchair.

"Yes, and it's all thanks to your actions Erik. How ironic, you were with my parents in Auschwitz and you ended up spouting rhetoric about a superior race just like Hitler and the actions of you and your Brotherhood in assassinating President Kennedy directly led to the second holocaust." She said.

"I know that I can never atone for the sins that I have committed. I turn those events over in my mind every day. If I could go back and change things I would but sadly the helmet my younger self wore would prevent my mind from entering that body, so the task of saving the world falls to you Katherine as the only other one of us who was alive in 1963." Magneto said.

"I know Erik. I'll even believe you feel remorse for what you've done, but make no mistake, if I get the chance I will put your younger self out of commission permanently and save the world a whole lot of trouble." Kate swore.

"I understand, it's no more than I deserve. I would do the same in your place." Magneto said.

* * *

Gwen wasn't happy to see her father drinking heavily, he'd been doing that a lot since he got back from the hospital. She was beginning to wonder if his encounter with Scorpion had done more than physical damage to him. She took a seat next to him on the couch and put a hand on his arm.

"I think you've had enough Dad." She said softly. Her father looked at the half empty beer bottle in his hand and the half dozen on the floor and sighed He placed the unfinished beer on the coffee table without even looking at her.

"You're probably right about that Gwendy, in more ways than you know." His speech was slurred, but even through that she could hear the exhaustion in his voice. He still didn't meet her eyes. She supposed it had something to do with the scars the Scorpion's acid had left, despite the best efforts of the plastic surgeons George Stacy would never be the same.

Not that Gwen cared about how her father looked. She was just glad he was alive after that. If one could count his current state as living. He'd come out of the ordeal broken, a mere shell of his former self and it ate away at her. "Are you going to be okay Dad?"

"I don't know Gwendy, I don't know that anything will ever be okay again. I feel like an old horse that's just waiting to be taken out behind the barn and shot." He said.

"Don't talk like that! You still have plenty of life left in you," That kind of talk was dangerous. Once people started talking like that there was no telling what they would do. As a result a note of panic entered Gwen voice. She turned her father's head toward her so he would have to look her in the eyes as she said this next part., "I'm not ready to lose you yet Dad."

That seemed to sober him up a bit. "I'm not planning on killing myself or anything. It just feels like I'm an old soldier fighting old wars. It's a new world out there on the streets Gwen, a world out of some sort of mythology. It's full of titans, what business does a normal man like me have in a world like that?"

"You have experience and that's important, it let's you lead competently. I'm sue the police department still needs you as its Chief." Gwen said.

"I'm not sure about that Gwen I did some things recently that compromised my principles. I felt I had to in order to deal with Frank, and even then they didn't work. I think it's time for me to retire while I'm still respected. I don't want to become a hinderance to the force."

Things he wasn't proud of? Was he talking about dealing with Wilson Fisk, the Kingpin like Scorpion had accused him of? Did it really matter in the end. Her father was here with her. Wasn't that more important? "If you think that's what's best Dad."

"I'd been thinking about retiring for a couple of years now Gwendy. The thing is no one wants to admit they've reached the end of their rope. Least of all a police officer like me, but Castle made me face that truth. I did a lot of thinking in that hospital and I realized I've been neglecting you."

"It's alright Dad. I understand, I know your job is important and I always felt safer knowing you were out there protecting me." While the words were genuine Gwen was also, somewhat selfishly thinking about how her father being retired and paying more attention to her would make being Spinnerette much harder.

"That's no excuse I should have been there for you. I've made up my mind, I'm retiring." George declared. Gwen gave her father a hug.

"I love you Dad."

"I love you too Gwendy."

* * *

Stephen Strange was a changed man. He used to be a world renowned surgeon before the car accident that ruined his hands; they still worked, but they lacked the finesse to continue in his previous profession. He'd been in a dark place for a time, looking for any way to regain what he had lost. What he found was something far more important than a way to fix his hands, he'd found a way to fix his soul.

He'd traveled the world looking for a way to fix his hands and had instead had found a teacher of the mystical arts. Strange had never been one to believe in magic, as a doctor he had been a man of science to his core. After the accident he'd been willing to try anything to regain his former glory. That was how he'd found himself in a secluded monastery in Tibet.

It was here that he'd met the Ancient One and saved the old man from a plot by his student Baron Mordo to end the old wizard's life. In exchange the Ancient One had taken Stephen as his new student and given him a new purpose in life: To defend the Earth and this dimension as a whole from extraplanar and other such arcane threats.

It was through the wisdom of this aged mystic that Stephen Strange had become Sorcerer Supreme, the greatest mage on the plane of existence. Yet the threat of Baron Mordo still lingered. The fallen student of the Ancient One had aligned himself with dark forces from beyond this realm and grew stronger with each passing day.

In his heart Strange always feared that their next confrontation would be his last. It was for that reason that Doctor Strange meditated this day. He knew that should the worst happen the teachings of the Ancient One, the magic of the Vishanti must be passed on. He needed an apprentice.

It was that the mightiest Sorcerer on the Earthly plane meditated this day. His astral self searching the four corners of the globe to find the one who was worth to continue the legacy. His mind floated in space, guided by the currents of magic to a city he knew quite well. New York City.

Soon his focus began to narrow until he was on the second floor of a tiny house in the neighborhood of Forest Hills. Queens. Before him was a young teenage boy, wheelchair bound. The magic provided the details. His name was Peter Parker, he'd been shot and paralyzed. He much like Strange before him was looking for a new purpose in life. Peter had mental and emotional requirements needed for one to master the magic of the Vishanti. Most importantly however he had a wealth of untapped magical potential.

Doctor Strange had found his apprentice. His eyes snapped open and he found himself back in Tibet, far from New York City. His loyal manservant Wong did not even blank. His ancestors had been serving this line of sorcerers for generations. "Is everything alright Master Strange?" the Asian man asked.

"Yes Wong, all is well. Come we must depart at once. There is a boy I must meet in my old home."

* * *

Gwen sat quietly on Peter's bed unsure of what to say. So much had happened in the last few days that she'd barely had enough time to breathe, let alone process it all. She knew her disappearance had hurt Peter, she didn't know how to even begin to apologize for that. She had to stop Scorpion, but she still wasn't happy about hurting someone she cared about so much.

Peter seemed equally pensive sitting at his desk. The silence was deafening, one of them would have to say something before the both went crazy. It was Gwen who cracked first. "Peter I-" He cut her off before she could say anymore.

"I know what you're going to say Gwen. That you're sorry, that you didn't mean to worry me, and I know you mean it, but that doesn't change the fact every time you put on that costume and become Spinnerette I'm left to wonder if you'll ever come back. You can be as sorry as you like, we both know you're not going to stop being Spinnerette." He said.

Gwen hung her head. "Do you want me to stop Peter? I think maybe I could, for you." She said softly. The words hung in the air for a moment before Peter sighed.

"I love you Gwen, my aunt and uncle would probably say I'm too young to know what that means, but after everything we've been through I can't think of any other way to describe what I feel for you. Part of me wants you to stop, so that you can be safe, so that we can be together, but I know that's selfish. I know how much you enjoy being the hero Gwen, helping people, and you have the power to do it. Who am I to stop you?"

Gwen walked over and rested her hands on Peter's shoulders. "You're probably the only person in the world who could get me to stop being Spinnerette. After all, you gave me my start, in more ways than one. If you hadn't given me your spot at that exhibition you would've gotten the bite and you wouldn't be in that chair, I became a hero to stop things like what happened to you from happening to other people, and maybe if I was lucky find a way to help you walk again."

"Gwen it was you who told me I couldn't think like that remember?" Peter said, "Dwelling on what might have been doesn't help anyone. If I'd been the one bitten by that spider chances are that I wouldn't have been at home to save my Uncle Ben from the robber's bullet that night. If it came down to my legs or my uncle's life, that's not even a choice now is it? Besides if you hadn't been there we probably never would've met."

She let those words sink in. What kind of person would she be if it hadn't been for Peter? What would her life be like without that spider bite? A bitter chuckle escaped her lips as she thought of the girl she used to be. "Beauty Queen Gwen", a vapid teenager who had the seeds for something great in her, but wasn't nourishing them.

She probably would've eventually reciprocated Harry's crush. He was nice enough after all, even if he was the jealous type. Not to mention the social standing that being an item with the Oscorp heir would be. Oh yes, she could see that future indeed, she could go to college and earn a degree in science, but in the end she would've likely ended up as nothing more than a trophy wife.

"I know Peter it's just with everything that's happened since that day sometimes it's a little hard to believe that the spider bite was a blessing and not a curse. You being paralyzed, my Dad's run in with Frank Castle, my oldest friend and I are barely on speaking terms anymore. To top it all off I still haven't been able to find a way to help you. I mean good things have come out of it too; I met you and Kitty and you guys have been the most amazing friends a girl could ever ask for. I'm helping people, really making a difference, at least I feel like I am, but sometimes it gets hard to tell if the good outweighs the bad."

Peter sighed and spoke in a somber tone. "Gwen I appreciate that you want to try a way for me to walk again, but I think I just need to accept that that's not going to happen. Sitting here and waiting for a miracle cure is only going to depress me. Is it easy to be like this? No, there are days, quite a few days when I think back on all I lost and seriously consider just ending it all. Days where I say to myself that my aunt and uncle would be in a much better place if I just wasn't around. You're the thing that keeps me going Gwen, you're what I have to live for. You help me more than words could ever say just by being here."

"Peter, I don't know what to say." His words had her like a physical weight on her shoulders, she wondered if this was what the Titan Atlas felt like.

"You don't have to say anything. I know that that's a lot of weight to put on you. I understand if you feel like you can't handle it. For the record, I don't want you to stop being Spinnerette, I could never ask that of you. I feel like maybe this is just what was meant to be. That it was fate, God or whatever force dictates our lives that made you Spinnerette, made you the Gwen Stacy that you are today."

"Thanks Peter, I needed to hear that. I'm not going anywhere I promise, not after I fought so hard to make your Uncle Ben let me stick around. I still can't believe he found out my secret."

"What? Uncle Ben knows you're Spinnerette? He tried to get you out of my life, why would he do that Gwen?"

"He figured it out. It's okay, he meant no harm. He was worried about what would happen to you if I went out as Spinnerette one night and just never came back. I gave everyone quite a scare when I disappeared after fighting Scorpion for the first time. I know that was hard on you. I convinced him, that me just up and leaving was no better. I'm not going anywhere Peter, I love you." The words slipped out before Gwen could even think to filter them.

"Gwen did you just say what I think you just said?" Peter had turned a shade of red that put even tomatoes to shame.

"Yeah, I did and I meant it too." She affirmed, her blush matching his own. It was nothing official, in fact it was the farthest thing from it, but to the two teens it represented something pure and heartfelt, a pledge of sorts. Now that they had spoken those three little words, nothing would break them apart.

* * *

Pietro Maximoff ran as fast as he could while dragging his twin sister Wanda behind him. Unfortunately that wasn't going to be fast enough to get away from the angry mob that was chasing them. He could run faster, much faster, but he wasn't about to abandon Wanda to this mob and save himself.

Wanda hadn't meant to burn down that house, it was an accident. These people just didn't understand. They didn't understand the powers that Pietro and Wanda had and as was so often the case with humans a lack of understanding had given way to fear. Pietro briefly considered fighting the crowd so Wanda could escape, but he knew it was no use.

No matter how fast he was there was no way he could stop all of them. They were both going to die here. Suddenly a wall of ice appeared in the path of the mob blocking them. The twins looked up find what looked like a snowman on a block of ice floating in the air.

"What is going on?" Wanda asked shakily. Pietro said nothing, rendered speechless by the shock. The surprises wouldn't end there however as the pitchforks and other farming tools that the mob had intended to use as instruments of murder were all ripped from their owners hands and were floating in the air.

It was then that they saw another figure in the sky, a man dressed in red and purple with a cape flowing in the breeze. This day just gone from terrifying to strange in seconds. Pietro looked back at the mob and noticed another oddity: the weren't panicking. They weren't even moving for that matter.

How was this possible? What could possibly subdue so many? The snowman and the floating man dropped down in front of the twins and a brown haired young woman made her way over the ice wall looking none too pleased. "Did you have to make the damn thing so tall Bobby, not all of us can fly you know." She glared at the snowman, who apparently was named Bobby.

"It stopped those humans didn't it? That was all Magneto told me to do Emma." The snowman snapped back. The caped man, their leader Pietro assumed raised his hand for silence.

"Enough you both did well, we have a mission to complete," Magneto turned toward the twins, "Wanda Pietro, I know of your powers and I am here to make you an offer. Humans will never understand Mutants, people like us. We must put them in their place, that is what my Brotherhood and I plan to do. Join us and never again will you have to live in fear of this." He waved to the mob.

Pietro wasn't sure they could trust this man. How did he know their names? Before he could ask anything of this Magneto however his sister spoke up.

"I owe you my life, I will do whatever you wish of me." Wanda said.

"Good girl," Magneto said with a smile, "And you Pietro?"

"I will not leave my sister behind, but I must ask how you know our names." He said.

"We have a friend who knows many things. Nw come the rest of the Brotherhood is waiting for us in Atlantis. Emma wipe the minds of these people of any memory of any of us, getting our last recruit is going to put Xavier on high alert as it is, we don't need to make it worse before our final move."

* * *

Kate Pryde found herself at the graveyard at the entrance to the camp. She stared mournfully at the headstones not sure why she'd come here. It wasn't like she needed a reminder of everything they'd lost in the list thirty-three years. She remembered the death of every friend and ally quite vividly. She had plenty of motivation to do what needed to be done.

Kate felt a hand on her shoulder and turned to find Alex behind her. "Oh it's you Alex, what do you need?" Truth be told Alex was the last member of their little group that she'd expected to come looking for her, that said she didn't exactly mind the company.

"I don't really need anything, except maybe reassurance. This whole plan seems crazy. Valeria's working hard on the jammer, but Rachel's scared out of her mind, she's not sure she can do it, send your mind back in time I mean." He said.

"It's not like we have any other psionics we can turn to, unless you want to ask the Night Queen for help and given her own history with Erik, she may or may not be open to our plan. It's going to be a big risk just taking shelter in her territory. Rachel can do it, I know she can. That said the escape part of the plan would be easier if Kurt or Illyana were still around." Kate said.

"I trust your judgment Kate, but I have to ask, are you really planning on killing Erik. I man I know the history of the Kennedy assassination, who doesn't but is killing really him the answer when we know he can change?" Alex asked.

"Look at what it took for him to change. Mutants are nearly extinct and the world is about to go up in nuclear fire. The Erik we know is reasonable because he has to be. The Magneto of old is not. Even if we stop this plan he won't listen to our reasoning and will just concoct another scheme. Trust me it's in our best interests to eliminate him Firecracker."

"Once you get there what's the plan? I mean Dallas is a long way from New York. How are you going to get there are you sure you can convince the X-Men to help you and most importantly can they actually stop the Brotherhood?"

"The X-Men know their Kitty Pryde, they'll know something is going down when they meet me. I'm not worried about getting to Dallas, the X-Men have the Stratojet and that can get us there in a little more than two hours. We weren't there last time, our presence alone will change things and I have a couple of secret weapons." Kate said.

"Secret weapons, what do you mean you can only take your mind with you. What weapons could you possibly have that could turn the tide of history?" Alex asked.

"Knowledge Firecracker, I have knowledge. The Night Queen was there that day you know. She was a member of the Brotherhood, but she never wanted to be. Magneto coerced her, I can use that to make the X-Men's job easier. As for the other weapon that's simple. I'll call on the greatest hero I've ever known." Kate walked over to a particular gravestone and touched it gingerly. The name on the stone read Gwen Stacy.

"Spinnerette. You want to take Spinnerette with you to stop the assassination. I know the stories say she was good, but should we really be involving her? After all this is a Mutant problem." Alex said. Kate glared at him.

"It's exactly that kind of exclusive thinking that got us into this mess in the first place. This isn't a Mutant problem. It's a problem. Full stop. Xavier's dream died because of people who saw themselves as Mutants first and people second. Think of all the non-Mutants who were willing to stand with us, people like Gwen. They fought to the death to protect our right to live. This isn't just a Mutant problem. It's just a problem."

"Point taken. There's one more question I have to ask though. Where you're going my parents are still alive. I don't really remember them, what were they like Kate?"

"To be honest I never really knew your mother all that well Alex. Jubilee joined the X-Men at a time when I wasn't on the team. Though I remember your father getting in trouble for having a liaison with a student. Granted it all worked out in the end but it strained many friendships." Kate said.

"And my father?"

"Scott and I didn't always see eye to eye, but I respected him. He was a good field leader and even when we had disagreements I could see that he meant well. I miss him as much as I do any X-Man. It will be an honor to fight by his side one last time."

"Thanks Kate, I'll leave to gather your thoughts. You look like you need some time alone before the mission starts." Alex said.

* * *

Dr. Johnathon Ohnn was a man down on his luck. He was an expert researcher in the field of radiation but his experiments in using radiation to try and open up dimensional portals had gotten him laughed out of every credible institution one could name. For a long time he'd been penniless and desperate. Then he found the Hand, or rather the Hand found him.

Working for a crime syndicate was far from Johnny's first choice, but being destitute made a man do crazy things. He'd lost his life, his job and his reputation. He figured he could get no more pathetic than he was. Boy was he wrong about that.

The Hand paid well, that much was true. He didn't long for any creature comforts and they'd provided him with a state of the art lab. So on that level he couldn't complain, but there was always the unspoken death threat lingering over his head.

If he didn't prove useful to the Hand then they would happily dispose of him. No point in wasting resources after all, and they couldn't afford to be outed, even by a lowly discredited scientist like him. So Johnathon Ohnn toiled away in the secret lab, day after day, hoping for a breakthrough to save his neck, quite literally.

Johnny was brought out of his musings when the door to his lab open and his boss Elektra Natchios stepped into the room. He often wondered how a Greek woman managed to become an assassin for a Japanese crime syndicate, but he was smart enough to know that some questions just weren't worth asking. After all it was no stranger than an American scientist trying to create teleportation for that same syndicate.

"Ms. Natchios I wasn't expecting you today. Is something the matter?" Ohnn was seating profusely, afraid that the beautiful woman's patience with him had run out. He really didn't want to die today, but he knew that if Elektra wanted him dead that his number was up.

"I wanted to inform you that the timetable for your little science project has moved up. I've secured the full cooperation of the Silvermane crime family for the Hand's takeover of the New York and Eastern seaboard underground. You still have time, but we need that teleportation technology soon Ohnn. It's the only way that we can truly get the drop on Fisk." She said.

"You're in luck Ms. Natchios, I was just about to test a prototype machine. If this works all we'll have to worry about then is miniaturizing the technology in order to make it portable. That is a difficult task in and of itself I grant you, but we will be one step closer to revolutionizing the world." He said.

"Show me." Elektra commanded. The Greek woman was so regal in her bearing that Johnny briefly wondered if she had been a queen in some other life. He shook that thought from his head, he was a scientist, he didn't believe in things like reincarnation. He only believed in what he his mind could make real.

"As you wish Ms. Natchios." he said walking over to the controls of his large prototype and adjusting the settings of the machine with several buttons and knobs Finally a black vortex appeared, arcing lightning. It seemed to be working. "Yes! Yes, I've done it!" Then the lights went out and through the window they could see all of New York City go dark.

"You idiot, you've blacked out the entire city! What good does a portal do us if it takes that much power?" Elektra demanded. Johnny was only half listening to her. The portal was still there, but it was unstable. He couldn't pass up an opportunity like this. So Johnathon Ohnn stepped through the portal in the name of science.

The feeling of going through the portal was strange, strange in the sense that it didn't feel like anything. Ohn was only vaguely aware of the transition knocking him briefly unconscious. When he awoke he found himself floating in a void. It was half black and half white with portals like the one that had brought him here dotting the seemingly infinite expanse.

Presumably those portals led to many other locations and that meant of all intents and purposes he'd done what he set out to do, he'd created teleportation. Once just had to travel through this nexus dimension first. Now there was only one problem: How did he get back where he belonged?

He didn't have much choice but to try a random portal so that's what he did. In his mind he focused on his lab and jumped into one of the many portals. To his delight found himself back in his lab standing in front of Elektra with the lights now back on. "I've done it. Ms. Natchios the machine works!" He said.

Elektra didn't speak at first, instead she just stared at him. He was beginning to think that she didn't actually believe him. "What happened to you Dr. Ohnn?" She breathed. He quirked an eyebrow in confusion. He had no idea what she could possibly mean- That was when he caught his reflection in the window and gasped.

"Oh my, well this was certainly unexpected," He noted, rather calmly all things considered. He was now milk white and speckled with large black dots much like the nexus he'd just returned from. He'd also bald. "I wonder if this trip has had any other strange side-effects?"

"There's one way to find out." With blinding speed Elektra whipped out a sai and made to stab him with it. Johnny could think of nothing but how he didn't want to be stabbed. The sai was aimed toward one of the black dots on his chest. Elektra's hand passed harmlessly through it and back out of one slightly above it. The weapon was now pointed at its owner's chest.

"Most intriguing, I wonder if I can detach these portals?" Ohnn mused as Elektra withdrew her hand. He proceeded to will one of the portals on his body on to the far wall and then stuck his hand through another on his body and as he desired it came out of the one on e wall. "Ms. Natchios, I do believe I have solved your teleportation problem."

"Indeed you have Dr. Ohnn. I will see that you are rewarded handsomely for your work here. That said now that you have powers we'll have to give you a codename." She said with a sultry smile.

"I was thinking about calling myself the Spot."

* * *

Gwen swung through the city with a smile on her face. Ever since Scorpion had been put away things had been pretty quiet. Well other than that strange blackout last night. Lately it had been just the usual mundane criminals instead of guys with powers, and she could deal with that.

At the very least it had made Peter and his uncle feel better about her hobby, granted they still had their reservations, but Gwen couldn't really blame them for that. Being Spinnerette was a dangerous job after all. Quiet nights like this were nice though, when she could just sling a few webs and clear her head.

She needed to finish patching things up with Harry, he been there for her when her father was in the hospital and that was a start, but now that she had entered a more serious relationship with Peter that might be difficult. Gwen sighed, why did her life have to be so complicated? She'd have to find a balance somehow.

Her father wouldn't be happy about her getting more serious with Peter either, and that wasn't a conversation she was looking forward to having. Gwen knew that he was just looking out for her future of course, falling in love with someone who'd been crippled was only going to make her life harder in his eyes. What he didn't know is that dealing with Peter's disability was nothing compared to her hobbies. It could never be as hard as being Spinnerette.

That was a secret shad to keep from her father or her days of fighting crime as Spinnerette would be over. Gwen was keeping more and more from her father these days; he didn't even know about her friendship with Kitty, it would be kind of hard to explain how she'd met a Mutant who lived in Westchester. There was a whole side of her life that she couldn't tell her father about and it gnawed at her. Sadly Gwen just didn't see much choice in the matter.

She was brought of of her musings by the sound of alarms and the sight of searchlights in the distance. It took her a second to realize that they were coming from Riker's Island and that could only mean one thing: A prison break. "No rest for the weary." She muttered as she took off to stop whichever malcontent had decided to make a fuss tonight.

Thankfully webslinging was a rather quick way to travel so it didn't take her long to get there. She had to land in the prison yard to avoid the barbed wire on the walls. What Gwen found when she arrived was a scene of absolute chaos.

Dozens of guards were strewn on the grounds seemingly knocked unconscious. Standing triumphantly in the grounds was a group of bizarrely dressed people. One looked like a living snowman, and one was floating wearing red armor and a purple cape, and of course Swiss Miss was with them. "Nothing can ever be easy can it? Magneto, I presume?" She asked the armored man.

"Do not interfere with us child, the Master of Magnetism does not show mercy." Magneto said.

"Buddy I've faced giant lizards and acid spewing scorpions, your little circus trope doesn't scare me." Gwen said boldly. Before anything else could be said Swiss Miss charged at Gwen, blades popping out of her wrists.

"Spinnerette, I've been waiting for this ever since you put me behind bars. I can't wait to carve up that pretty little face of yours." She sneered. Gwen easily dodged Swiss Miss' wild swings thanks to a combination of her Spider Sense and Daredevil's training. Out of the corner of her eye she saw red energy approaching her from the hand of a scantily clad black haired woman. Distracted by Swiss Miss as she was Gwen didn't have time to dodge and the energy hit her.

It didn't hurt, but for some reason she couldn't fathom Gwen tripped and fell flat on her back. Swiss Miss glared at the woman. "I don't need your help to deal with Spinnerette, Scarlet Witch."

"The fact that she put you in prison says otherwise." Scarlet Witch said in a thick accent that Gwen couldn't readily identify. She used the momentary distraction to fire a webline at the prison wall and pull herself towards it, kicking Swiss Miss' feet out from under her as she did so.

Swiss Miss hit the ground hard, but got back up quickly. Gwen stuck to the wall to take a breath and scan her surroundings. She counted six enemies. Not an impossible number for her to beat, but when she didn't know what they could do… Wait was that Emma Frost? What was she doing here? Wasn't she busy shacking up with Dr. Morbius? Well at least she knew for certain what one of them could do. Emma was a telepath.

Gwen was pulled from her thoughts as she felt a horrendous pain in her wrists accompanied by the sounds of twisting metal. She knew instantly that her webshooters had been rendered inoperable.

"You should be much easier to deal with without those little toys of yours Spinnerette." Magneto said. She didn't dignify that with a response as she jumped off the wall, dodging shards of ice that she snowman shot at her. As she landed her Spider sense went off and she was hammered with blows faster than she could react, knocking her to the ground. It seemed someone on this evil Mutant team had super speed.

The fast guy appeared by Magneto, he had white hair. By his stance it seemed like he was getting ready for another pass. The snowman was coming at her from the other direction, freezing the ground as he approached. It was obvious that they were planning to freeze and shatter her.

A plan sprang to mind immediately but she'd have to time just right. Just as the ice began to reach her and the speedster started to run she jumped as high as she could. The speedster hit the ice and slipped, and unable to stop his momentum, crashed into the snowman, knocking them both out.

"Okay Frosty and Speedy Gonzales are down. It's a start." She muttered. Swiss Miss charge at her again, but Gwen caught her by the arm swung her around and threw her into the Scarlet Witch. That just let Emma and Magneto.

"I grow tired of your insolence child. I will end you right here." Magneto boasted. However it was then that Emma spoke up.

"Wait I owe Spinnerette. She kept an important secret for me. Could possibly not kill her, just this once. If she interferes again fine, but surely a demonstration of your power would be enough for the girl to learn her lesson. Plus she's seen as a hero and an icon, defeating her so decisively and leaving her alive to spread your legend sends a powerful message." Emma said.

"Perhaps you have a point Ms. Frost. However do not presume to speak out of turn again." Emma just nodded silently. Gwen suddenly found herself hoisted up as if by the hand of an invisible giant. The barbed wire was ripped off the prison walls at a mere gesture from Magneto and wrapped itself around her tightly binding her like rope.

Gwen cried out in pain has the barbs dug into her skin. She saw Emma mouth the words help me before Magneto flug her three blocks with a flick of the wrist. She landed on a quiet back street the landing on concrete digging the barbs deeper into her back.

So Emma was being held against her will? That could be useful information. Kitty and the others at Xavier's school would want to know about her run in with Magento and how he'd recruited Swiss Miss. She'd have to that tomorrow, she couldn't just show up on their doorstep in the middle of the night.

"I miss the days when I was just getting shot at. Gwen mused as she started to painfully break the barbed wire around her.

* * *

Scott Summers was less than pleased to be entertaining a guest at the Xavier School for Gifted Youngsters, especially when that guest was Gwen Stacy. The two of them had never really gotten along especially since Scott had been one of the ones who had denied Gwen entrance into the X-Men.

Still at this point he didn't have much of a choice, with Professor Xavier in Dallas for a meeting with President Kennedy and Senator Robert Kelly he'd been left in charge of affairs at the school. If had his way Gwen Stacy wouldn't have set foot in the building but then Kitty would throw a fit and that was the last thing Scott wanted to deal with right now. So he'd let Gwen in, the girl claiming she had some important news for the team.

"So what's so important that you had to rush over here Gwen? I swear if this is just a social call for Kitty I will rally as hard as I can to have Professor Xavier bar you from this school." He said.

"Funny I thought you tried that already." Gwen muttered, "Look you don't like me and I'm not particularly fond of you, I can live with that. That said, I do bear important news. I ran into Xavier's pal Magneto last night. He's got a little team of his own, as you probably already guessed, and they just added Swiss Miss to their ranks."

"Thank you for telling us this. I'll be sure to pass the news on to Professor Xavier when he gets back from Dallas. Now if that's everything I must ask you to take your leave." Truth be told Scott was grateful for the information that Gwen had provided, but there wasn't much that could be done about it without the professor.

Gwen looked absolutely gobsmacked at this. "Are you kidding me? Magneto and his band of merry Mutants are out there planning who knows what and you're just going to sit here and wait for Xavier to get back and hold your hand? You should be out there looking for them!"

"Listen here Spinnerette, you may be a solo act that goes out and fights any criminal she wants, but the X-Men are meant to be something different. We are a well organized and coordinated Mutant strike team. Professor Xavier is our leader, we respect that and don't go and fight battles without his orders. Besides, we don't even know where Magneto is right now."

Any further argument was cut off by Kurt popping into the room with a panicked look on his face. "Scott it's Kitty, she's collapsed in the Danger Room." He said.

"What happened?" Scott demanded. The Professor would never trust him again if one of his teammates was hurt on his watch.

"We don't know, we were training and everything seemed fine, then she just passed out. Hank managed to shut off the Danger Room so she's safe, but we're afraid to move her. Thankfully she's still breathing." Kurt said. Scott took off toward the Danger Room immediately, it didn't even bother him that Gwen was following. After all Kitty was her friend too, and while he could be stern and standoffish he was far from heartless.

When they got there they found Jean, Hank and Anna Marie all surrounding Kitty. "Any change Hank?" Scott asked. The big limbed boy shook his head sadly.

"All of her vitals are normal, she just won't wake up." Hank said. Then slowly Kitty's eyes fluttered open. For a moment she seemed lost as he took in her surroundings, almost as if she had just woken up from a very vivid dream. Her gaze moved to each person who was crowded around her and after she studied them all Kitty smiled.

"You're all here. Did I make it? Quick what's the date? I mean the full date with the year included." Kitty asked hurriedly. Then she hugged Kurt. Everyone was silent for a moment; the all knew that she feared Kurt for obvious and understandable reasons, so for him to hug him was a sure sign that something wasn't quite right. That was an odd question, Scott was beginning to wonder if Kitty had some sort of amnesia, but that didn't seem to be the case, he clearly knew where she was and who they were.

"First of all it's Kate, I haven't been called Kitty in years, at least from my perspective. Look if things worked the way they were supposed to then we don't have a whole lot of time to stand around and shoot the breeze. For that matter what time is it?"

"Kitty darlin' you ain't makin' sense." Anna Marie said. Kitty or rather Kate as he now wanted to be called glared at her. This whole situation was frustrating, Scott wanted answers and he wasn't getting them.

"It's about 10:30," Gwen said, "What's going on? Fill us all in, and prove that you are the girl we all know and this isn't some sort of trick. Tell me something that only Kitty would know."

"The day you found out about the Lizardman, you and I visited Peter, and while you were reading a scientific journal you absentmindedly climbed up the wall and hung upside-down from the ceiling." Kate said.

"Alright, she's Kitty. Now tell us what's going on." Gwen pronounced with a blush. "The only people who knew about that were Peter and Kitty.

"It's a long story, but let me start by saying that I'm from the year 1996, and that the future that I come from is not a bright one, and that the sequence of events that leads to it is kicked off today in Dallas by Magneto and his Brotherhood."

"What exactly happened?" Scott asked.

"Magneto plans to assassinate President Kennedy, Senator Kelly, and Professor Xavier in Dallas at roughly 12:30 their time. This act will lead to a massive rise in anti-Mutant sentient. In 1967 the Mutant Control Act will be passed and the first Sentinels, Mutant hunting robots will be put into production. They will go rogue, conquer North America and enact the bloodiest genocide since the Holocaust. Not just Mutants, but anyone with powers." Kate said looking at Gwen. "Eventually they'll invent inhibitor collars and herd us into 'work camps'"

"Let's say we believe you, and I'm not sure I do, how did you manage to send your mind back to this time?" Jean asked.

"A powerful psionic can accomplish such a feat. It was actually your daughter who did it Jean. I won't say any more than that, the less you know about that future the better, suffice it to say that I'm the only original X-Man left. We're the only ones who know when and where Magneto is going to strike; we're the only ones who can stop this." Kate said.

"Time travel through telepathy, this is most fascinating. If we do end up changing the future I'll have to find a way to study it so I can better understand the nature of the universe. Plus it would obviously be beneficial to us to be able to replicate this should some unforeseen calamity befall us." Hank mused.

"That's nice Hank, but right now we have bigger problems." Scott said. "X-Men, to the Stratojet, we're going to Dallas."

"I'm coming with you." Gwen declared. "Magneto's Brotherhood is powerful, I experienced that much firsthand and we don't even know if that was his full team. You're going to need my help."

"Fine. " Scott said with a sigh.

* * *

Gwen was glad she'd brought her Spinnerette costume along when she came to Xavier's school this morning. She'd mastered the quick change early in her now nearly year long career and as such hadn't kept the X-Men waiting, Now she sat on their Stratojet bound for Dallas, next to the women who had possessed her best friend's body. "So Kitty, sorry I mean Kate, if you're here what happened to our Kitty exactly? I mean her body is still here obviously, but what happened to her mind?" Gwen asked.

"It's alright Gwen you can call me Kitty, I'm still the same girl you knew, just three decades older, not to mention all the shit I've seen in that time. I grew out of my girlish nickname, but you're my best friend, you can get away with it. As for your question the mind of the Katherine Pryde from this time is in my body in my time, hopefully still unconscious and being guarded by my time's X-Men. If all goes well we'll switch back when the job is done." Kate said. Gwen's eyes widened at this response.

"You sent your present self into the Hell you came from? What if something happens to her while she's there? What if your body dies? Your past self could die and you'd be stuck here in the body of a fourteen year old."

"I knew the risks when I signed on. If this works and we save President Kennedy and the others it will be worth it no matter what else happens. Gwen you have to trust me on this."

"I trust Kitty, you I'm not so sure about. You stole someone's body, that's not something a hero would do. You put Kitty, an innocent unsuspecting party at risk. That makes me a little wary of you."

"I am Kitty Gwen. How many times and in how many ways do I have to say it. You even said so yourself back in the Danger Room. I understand your concern and believe me when I say that my younger self would appreciate it, but we're talking about something bigger than me present or future. If we don't stop this assassination then the world is going to Hell. The Kitty you know would gladly give her life to prevent that. That much hasn't changed."

"I suppose you're right." Gwen said with a sigh, "So what happened to me in your future? The way you looked at me I got the impression that I wasn't around anymore. I know you said that we'd be better off not knowing about your future, but I can't help but be a little curious."

"You died a hero. The Sentinels, the robots they built to hunt Mutants, could tell the difference between Mutants and otherwise enhanced individuals such as yourself. You became an outspoken advocate for Mutant rights, but eventually the Sentinels caught up with Spinnerette and exterminated her. Just like they did with every other 'Mutant' in the heroic community and anyone who stood up for them, at least before they started using the inhibitor collars. Not even Peter could do anything to stop them."

"Peter, did you just say something about Peter? Why would the Sentinels be after him. Does he get powers somehow in the future?" Gwen asked, her interest now thoroughly peaked. Kate squirmed uncomfortably as if she'd said something she shouldn't have.

"You'll find out soon enough Gwen. It's not something I can really talk about. It's nothing bad, that much I can promise, but I really shouldn't say. You probably wouldn't believe me if I told you. Peter didn't when he first found out."

"Alright I'll trust you about this. Are you sure stopping the assassination won't change that too? I mean who knows what effects changing history could have." Gwen said.

"No, Peter will still get his chance to be a hero, that much I'm certain of. Don't worry, it will happen soon and then everything will make sense. Right now though, you should get ready for a fight, we're almost in Dallas." Kate said.

* * *

Kate Pryde waited in the crowd for the President's motorcade to pass by. The X-Men and Spinnerette would be moving on her signal. This was it, it was time to change history, but they had to wait for the right moment to strike or they might scare Magneto off and she couldn't afford to let that happen, for the good of everyone Magneto had to die today.

"So this is how the X-Men will debut, and what a debut it will be." She mused. Kate hoped that Professor Xavier would go easy on them for acting on their own. At least he could scan their minds and know that they were telling the truth about her.

Finally the motorcade came down the street and as it did so Mageto floated up into the sky from the back of the crowd and disarmed all the Secret Service agents with a wave of the hand. "Now Cyclops!" Kate shouted. The X-Men had switched to using their code names in order to protect their identities.

What transpired next was absolute pandemonium. The civilian crowd rightly screamed and panicked, fleeing in all directions while the X-Men and Spinnerette and the Brotherhood converged on the motorcade from opposite directions. The Secret Service tried to go for their guns, but Magneto forced the weapons out of the way and ripped the engines out of the cars so they couldn't flee that way.

"Nightcrawler, get the President out of here!" Cyclops commanded. With a couple of quick teleports Kurt took the President a safe distance away from the battlefield while the rest of their group squared up with Brotherhood members. Kate saw Cyclops pair off with Swiss Miss.

Swiss Miss pulled a pair of handguns from her silvery flesh and began firing at Scott but he simply destroyed the bullets with his optic blasts. "You'll have to do better than that." He said with a smirk. With a growl Swiss Miss tossed the guns and popped blades out from her wrists before charging Scott.

She manage to catch him in the chest with one, leaving a rather large gash and making him gasp in pain. The next swipe was aimed for his neck but he managed to catch her arm and judo flip her on to the ground before hitting her point blank in the face with an optic blast. The ground beneath her head cracked slightly as she was knocked out.

That wasn't the only battle going on however, she could see Hank and Gwen battling it out with Namor. The Atlantean was clearly outclassing her friends, being both stronger and more experienced than they were. Even when they did hit him it didn't seem to keep Namor down. He caught a kick from Beast and tossed him into a street lamp.

Spinnerette tried to web Namor up but he broke her webs easily. "Why can't that ever just work like it should?" She asked as she was grazed by a punch from Namor, normally she'd be able to dodge that, but she was also dealing with ice shards from Iceman who was flying above the street.

"I've got your back Spinnerette." Cyclops said as he used the optic blasts to counter Iceman and take the pressure off of her. Sadly though Gwen still couldn't manage to put Namor down.

"Rogue, take out Namor!" Kate instructed. Anna Marie nodded taking off one of her gloves and running toward the King of Atlantis. Namor turned toward her and aimed a punch at her face. A big mistake. As his fist connected Rogue grabbed his arm and began sapping his powers. With Namor weakened it only took one solid punch from Rogue to put him down.

It was then that things started to go bad for the X-men. A blur flew through the street knocking them all on their butts. QuickSilver had joined the battle. Kate got up and attempted to make a move on Quicksilver, but she got hit by a Hex bolt from behind by the Scarlet Witch, rendering her temporarily immobile.

No! This couldn't be happening, everything was going wrong, Now Iceman could rain ice down on the X-Men. It was at this point that Nightcrawler reappeared on the battlefield. Quicksilver hit him to but Kurt got right back up, teleporting away from Iceman's attacks. Quicksilver hit Kurt again, but once again he got right back up.

Quicksilver went to make another pass, but Nightcrawler teleported behind him at the last second and knocked him out with a chop to the neck. Then the X-Men were able to recommence the battle. Jean took on the Scarlet Witch, blocking Scarlet Witch's Hex bolts by picking up debris from the street with her telekinesis and throwing it into them. Finally Marvel Girl just picked the Scarlet Witch up with her mind and slammed her into the sidewalk, knocking her out.

Beast climbed up the streetlamp that Namor had tossed him into and jumped off it tackling Iceman to the ground and pummeling him until he was unconscious. It was at this point that Magneto became visibly flustered.

"Emma, shut them down!" He demanded.

"I can't, Xavier must be blocking me." She shot back.

"Very well I will end this myself." Magneto began slowly closing his hand and the President car which still head Professor Xavier and Senator Kelly along with several other prominent figures began to implode. Kate rushed over and phased the car, saving it's remaining passengers. As she did this Gwen swung over and quickly got them out of the car. Ate turned toward Magneto and she saw the glint of recognition in his eyes. He'd known her parents in Auschwitz, of course he recognized her. It was what she wanted.

"Catch me if you can Erik." She said before phasing into the Texas School Book Depository. There were two more members of the Brotherhood to deal with today. Kate easily made her way up to the sixth floor where she found Mystique and Destiny.

"It's her!" Destiny shrieked upon Kate entering the room. "She's why everything went wrong, something about that girl is strange. I can't see history clearly."

"That's right, I've come along way just to spoil your plans." Kate said with a smirk. It was just then that Gwen burst through the window.

"More Brotherhood members?" She asked upon seeing Mystique and Destiny. Kate nodded and Spinnerette wrapped them in a web cocoon. "That just leaves Magneto."

"Spinnerette, I knew I should have killed you at that prison." Magneto said as he floated into the room.

"Sorry Erik, but the only one dying today is you. You have a lot to answer for." Kate said as she turn intangible and walked slowly toward Magneto.

"Kate, what are you doing?" Gwen asked as she jumped in front of Magneto."

"Saving the world a lot of trouble Magneto needs to die." Kate said.

"You, I know your face." Magneto whispered.

"Yeah, you were in Auschwitz with my parents. Who I am isn't important, call me the Ghost of Christmas Future. You are going to doom Mutantkind so I'm afraid that I can't let you live." Kate said.

"Nonsense, everything I do I do for the good of Mutantkind. The humans will never accept us." Magneto scoffed.

"They won't accept us because of people like you. Your fear tactics will cause them to kick off the Second Holocaust!" Kate shot back.

"I don't believe you, you've had your mind poisoned by Xavier's naive idealism." Magneto said.

"And that's why you have to die Erik." Kate didn't even flinch as she said this.

"You can't kill him Kate, that's not how we do things." Gwen protested.

"That my not be how you do things, but where I'm from we do whatever it takes to get the job done. You can't stop me Gwen, no one can." Kate said.

"You're right. I can't stop you, but you need to think about this. Murder is still a crime and while you get to avert your horrible future your past self will go to jail for life for a crime she won't even remember committing. No one will believe the real story." Gwen said.

"Sacrifices must be made to create a better world. I can't believe you're defending this piece of trash. You die because of him; you and Peter." Kate said coolly.

"Don't you understand? You won't be creating a better world. Being jailed for a crime that as far as she know she didn't actually commit will only turn Kitty against humanity and no jail can hold her. If you do this you'll only be turning your past self into another Magneto. That's something that I would do anything to prevent and I think you agree."

Kate froze at those words, these words, thinking of the girl she was at fourteen. Slowly she realized that Gwen was right. Kate solidified and hung her head. "Alright, you win."

Gwen turned toward Magneto. "Get out of here before I change my mind and in the future, remember this: A human just saved your life." She said. Magneto left without another word. Kate Pryde's last sight in 1963 was Magneto flying away with the unconscious bodies of the Brotherhood in tow.


	7. Chapter 7: One Man's Worth

Disclaimer: I don't own Spider-Man or any other Marvel Properties that appear in this fanfiction.

Author's Note please note that as with all fanfiction I am taking certain creative liberties. Characters may appear sooner than in canon, in a different role or not at all.

Special note: This is a special chapter that involves a crossover with One Man's Worth written by Dramatic Spoon on Spacebattles. We collaborated on this and everything here is posted with his permission. The basic Premise is that Dr. Erksine never made it out of Germany and thus Steve Rogers nver became Captain America, it's also in terms of in universe date ahead of Spinnerette. It comes highly recommended. For ease of reading I will tell you tht everything between the two instances of Gwen going into a portal are in the One Man's Worth universe, everything before and after is in the universe of this fic. I hope you enjoy, if this ever happens again, it's a _long_ way off. Though I had to make some alterations as he writes in Third Person Omniscient and I write in Third Person Limited.

**The Spectacular Spinnerette**

**Chapter 7: One Man's Worth  
**

Gwen swung through the city feeling quite good about herself. Her reputation as Spinnerette had gone through the roof since saving the President in Dallas alongside the X-Men, granted not all the press was positive. Having a big fight between powered beings in the middle of a major city had some questioning what to do with superheroes and even though her side had saved the President for every X-Men there was a Brotherhood. As it stood superhumans would be a hot-button issue for a long time.

Still it was nice to be appreciated as the hero she was. New York had had a pretty positive of her before, but saving the President definitely solidified that. Maybe now S.H.I.E.L.D. wouldn't hold a grudge about getting in their way during the whole Lizardman fiasco. She was still waiting for the other foot to drop on that one. She'd pissed off a government agency and hadn't seen hide nor hair of them since, not that she minded. She didn't approve of S.H.I.E.L.D. based on the admittedly little she knew.

Gwen perched on a streetlamp and took a deep breath relaxing a little, things were looking up after a bit of a rough patch. Still, a hero's work was never done, which was why she was out here patrolling. She heard alarms in the distance, a bank robbery? She smiled, it had been awhile since she'd stopped a simple bank robbery.

It didn't take her long to get to the bank in question, webslinging was the fastest way to get anywhere in New York after all. Unfortunately what she found when she got there was no simple bank robber, but a man with milk white skin and large black dots all over his body. "It can't ever be simple can it?" She muttered.

The man looked up at her and started sweating. "Spinnerette, oh now this just won't do, this won't do at all." He said. "I wasn't expecting to have to deal with a superhero, oh Ms. Natchios won't like this…" Gwen quirked an eyebrow, of all the criminals she'd dealt with in her year long career as Spinnerette this guy was certainly the most mild-mannered of the bunch.

"Yeah, well, if you wanted to have an easy time at the bank, maybe you'll try making your withdrawals the legal way next time, Mr.- actually what do I call you?" She asked.

"I am the Spot." The man said triumphantly. This caused Gwen to start rolling on the floor laughing.

"The Spot? Is that really the best you could come up with? Here Spot, here boy, come to Spinnerette." She mocked, patting her leg and making kissing noises like she was calling a dog. The Spot frowned deeply, but that did not deter her. "Oh, you're serious. I'm sorry but with a name like that you should fetching sticks not robbing banks."

"I'm glad you find me amusing Spinnerette." The Spot said dryly. He then pulled one of the spots of his body and dropped a sack of money into it. Gwen Spider Sense went off and she was barely able to dodge as that same sack of money fell from the ceiling and toward her face.

"Cute trick, you should stop robbing banks and take your act to Vegas." She said, now crouching on the wall. "I've got a few tricks of my own though." She fired a web at the Spot, only for it to pass through one of the spots on his chest and out of another on his face and right back out of her. She cut the webline and slid down avoiding her own web.

She'd had enough of this she leaped forward intent on knocking the Spot out in one decisive blow. Only to find herself falling through one of the spots on his body. Gwen then found herself in a stark white space lined with black voids. "I really should have seen this coming." She mused. She found that she could move in this space, it was like swimming. She made her way back to what she thought was the one she came through.

When she emerged again she found herself face down on a street. She was still in New York at least, though she was three blocks away from the bank. Well there was no point in going back to the bank, he'd get away with his score with his weird portals by the time she got back, so instead she started toward her home.

On her way she spotted a mugging and webbed up the mugger up, but the woman she saved looked scared and ran away silently with her eyes bulging. That was odd, she was a famous hero, the woman shouldn't have been afraid of her. Gwen shrugged it off and marked the mugger with her spider seal, a special stamp in the shape of a spider inside of a ring. The mark was just a red spider that she left on the foreheads of criminals.

As she left she placed a calling card next to the mugger for the police to find that read "A gift from your friendly neighborhood Spinnerette." She made it home in about half an hour, changing into her civilian clothes on the roof. She flipped down on to the porch and tried the door, only to find it locked.

That was odd, maybe her father had locked the door after drinking too much. She looked for the key under the mat, but it wasn't there. Now things were getting really strange, this was her house, but something was definitely off. She peaked through the windows and found a bunch of strangers walking around her house, but no sign of her father.

Well now this was a problem. Between this and the scared woman she was starting to think something weird was going on. Superhero type weird. Well there was still one place she could go where things might make sense. Making a quick change back into her Spinnerette costume and made way her way toward the Parker house.

Something seemed off to Gwen as she made her way towards Peter's house. She couldn't put her finger on it, but she could feel it in the back of her head. "Get a grip, Gwen." she muttered to herself, "You're still just a bit mixed up after running into...I can't even say his name, it was that stupid."

She shook her head as she made her way up the Parker's front porch and knocked on the door. After a moment, and the sound of several locks being undone, the door opened a crack: May Parker stared back out.

"Hello?" the older woman asked with caution and uncertainty in her voice.

Gwen smiled back, "Hi, Mrs. Parker. Is it alright if I stay here for a bit? There's something weird going on at my house and…"

Gwen trailed off as she noticed the look on the other woman's face: Confusion, worry and fear.

"I'm sorry, I'm not sure we've met before. Are you one of Peter's friends, or perhaps someone from the other institute?"

Gwen paused, "Mrs. Parker, it's me, Gwen Stacy?"

May shook her head again, "I'm sorry, like I said, I don't think we've met. Maybe you should just talk to Peter."

May turned to look further into the house, "Peter! There's someone here to see you,"

"Mrs. Parker, I…"

The door opened wider as Peter pulled it open and stepped into view. "What's wrong, Aunt May?"

"This young lady apparently knows you, is she a friend from school, or from Mr. Eisenhardt's academy?" Peter paused, looking at Gwen. Deep in thought, he didn't notice the shocked look on Gwen's face. After several moments, deep in thought, he shook his head.

"I'm sorry, I don't think we've met. Are you one of Kitty's classmates or something? She said they'd be sending someone to help with the...Are you ok?" Peter frowned, noticing Gwen's shocked expression for the first time.

"You can walk?" Gwen stammered. Peter and May frowned and glanced at each other.

"Um...yeah?"

"Oh Goodness!" May cried out as Gwen collapsed on the porch.

"Urgh." Gwen opened her eyes, her vision still blurry. She pulled herself up, rubbing her head. "What happened?"

"You, um...passed out."

Gwen looked to her right: Peter awkwardly smiled back, as he sat near the door.

"Look, I really don't mean to sound rude or anything, but I think you're at the wrong house," Peter paused as he started to rub the back of his neck, "I really don't remember seeing you before. I mean, unless you're one of Kitty's friends, but-"

"Kitty?" Gwen interrupted, "As in Katherine Pryde?"

"Um...yeah," Peter paused again, "Are you part of the school?"

"What school?"

"The Magna Lenshurr...wait, was it Magda? The one Mr. Eisenhardt opened for all the mutants."

"Eisenhardt? It's Charles Xavier's school, isn't it?"

"Who's Charles Xavier?" Gwen stared at Peter, disbelief and exhaustion etched onto her face. "Like I said, I'm really sorry. I think you're confusing me with someone else." Peter scratch his head again, "Is there anyone you can call, or something?"

"ARGH!" Peter jumped as Gwen punched the wall, leaving a dent.

"None of this makes any sense! Nobody here recognizes Spinnerette, there are strangers in my house, you're all treating me like a stranger, and," She jabbed a finger at Peter, "you're not supposed to be able to walk!" Gwen slumped over, pulling her legs towards her chest as Peter sat dumbfounded.

"What's a Spinnerette?"

"Never mind."

"I...um...I'm gonna leave you alone. My uncle might come in to talk to you, so he can figure out what to do." Peter got up and quickly left the room. As the door closed behind him, Gwen sobbed softly.

* * *

"I really do think we should call someone," May shook her head, "Even if it's just the police."

"May, I don't see it as necessary."

"Ben, there is a scared, very confused teenage girl in our house, and I am not comfortable with her being here."

Ben sighed, "May, it's nothing to worry about. I'll take her to S.H.I.E.L.D. tomorrow."

"What do they have to do with anything?"

"Just trust me on this, May."

"You've been acting very strange for the last couple of weeks. Ever since S.H.I.E.L.D. took down that horrible thing General Ross turned into. You've been coming home and leaving at odd hours, acting strangely…."

Ben sighed before gesturing with his left hand, "May, I'll take her to the authorities tomorrow morning. For now, just let her have a good night's rest and maybe the situation will clear up."

May blinked, and began to relax as her eyes became unfocused, "I suppose so. I think I'll be heading to bed early tonight. I have an early shift tomorrow, so I need to get up earlier."

"That's fine May. Have a good rest." May got up from the table and left, still dazed. Ben shook his head. "Didn't want to do that, but I didn't want that to get out of hand either…" Ben trailed off as Peter entered the room.

"Any luck figuring out who she is, kiddo?"

Peter shook his head, "Dunno. She knew Kitty though."

"She part of the school?"

"She said it was called the Charles Xavier school, though." Peter paused and frowned as fear flickered on Ben's face. "I'm guessing Charles Xavier is someone bad."

"On SHIELD's wanted list."

"...So, are you gonna call SHIELD now, or…"

"Let me talk to her first."

Ben started up the stairs and paused at the guest room door. After a moment, he knocked.

* * *

"Miss Stacy? This is Ben Parker, I need to ask you a few questions, if it's not too much trouble."

"It's...It's fine." Gwen sniffled back through the door. A friendly face would do her some good right now.

Ben opened the door and smiled warmly. He closed the door behind him, and took a seat near the door.

"Now then, Peter informed me that you are aware of both a Katherine Pryde and Charles Xavier, correct?"

"Yes…." Gwen trailed off, unsure if she could continue.

"And that this Katherine is part of a school run by this Xavier?" Gwen nodded in response, "You are aware of what you're telling me, correct?"

"...What?"

"Charles Xavier is a wanted man. He is a notorious mutant supremacist and founder of the Heralds of Tomorrow. Katherine Pryde is a friend of Peter's and claims she represented the Magda Lehnsherr Institute." Ben paused, "Are you suggesting that she is a double agent of some sort?"

Gwen reeled at the information, "What? No! Xavier's the one who's working towards cooperation!"

"Obviously not here. Tell me, have you ever heard of the multiverse theory?"

"What?"

"It's a theoretical argument that every possible outcome exist simultaneously. For example, there's a universe out there were Abraham Lincoln wasn't assassinated, or one where he lost the Civil War. Perhaps there is one out there where the United States lost the Revolutionary war," Ben paused as Gwen listened. "So if there are alternate universes, is it not possible for alternate versions of ourselves to exist?"

"That's ridiculous."

"Is it now?" Ben chuckled, "You're insisting that Peter shouldn't be able to walk. Do you think he's been faking it all this time? You claim to know us, but we do not know you. Do you think this is all some sort of elaborate practical joke?" Gwen sat silent. "So what I want to know is...what do I do with you? If the multiversal theory is right, then you may have a counterpart," Ben paused, "But then we would just be dragging more people into this, wouldn't we?"

"Take me to the Baxter Building. The Fantastic Four might be able to help."

"The Baxter building? It's all high-rise condominiums and office buildings, there is no one there that could help," Ben shook his head, "Taking you to the Police would just complicate matters."

"I…" Gwen paused in thought, "...Even if I know someone there?"

"I think it would be safest to take you to SHIELD tomorrow," Ben shook his head, "The General is a very good person despite how gruff he may seem."

"Isn't he a colonel?"

Ben chuckled, "Not for a very long time." Ben got up from the chair. "One more thing, Miss Stacy."

"Yes?"

"You don't happen to have any special powers, do you?"

Gwen froze, "Wh...Why would you ask that?"

"An observation," Ben smiled, "Katherine Pryde is a friend of Peter's and he first met her via another friend of his who happens to have been approached by Eisenhardt. If you're familiar with her, it would seem to imply that you may know another individual with superpowers."

Ben paused, "Or perhaps you have them." Gwen said nothing, leaving an awkward silence in the room. "Or perhaps I am just jumping to conclusions," Ben chuckled, "I'll see you in the morning." Ben left the room and closed the door behind him,. Gwen sighed.

"Alternate universe? That's just silly." She shook her head, and paused in thought, "Although it wouldn't be the weirdest thing that happened to me. I wonder if that Spot guy might have something to do with it…."

* * *

Ben went to the telephone and dialed a number. "Agent Ben Parker. Clearance Alpha-Seven-Lincoln-Twelve. Please get me into contact with the General."

"Parker. It's ten at night, this better be good," a gruff, tinny voice growled at him through the phone.

"I have a Code Nexus incident."

The line went silent for a moment, "Y'know what yer tellin' me, right?" Grimm asked.

"I am. The Stranger can confirm."

"He ran th' test without th' stuff?"

"He has a spell to detect objects that originated from other universes,"

"An' he can't jus' magic her back?"

"Not without blowing his identity at this point," Ben paused, "Also, the only spell he knows for that is...not pleasant."

"Do I need to send a team in?"

"Negative, General. I have it under control."

"You or th' Stranger?"

"Me. I will bring her in tomorrow for briefing and for you to decide what to do."

"Izzit a new fella or someone we know?"

"She appears to be an alternate version of President Stacy's daughter,"

"...Christ, I kin see why you're callin' me about it. Get her here first thing t'morrow. I gotta go call Howard an' lett'm know we're payin' him a visit."

"Understood."

* * *

"Here we are." Gwen got out of the car and looked up at the building before her.

"This is S.H.I.E.L.D. headquarters? I thought you used the helicarriers."

"Heli-what now?" Ben frowned.

"It's like a helicopter and aircraft carrier."

Ben paused, thinking the concept over, "Seems far too impractical to be useful. How much fuel does it take and what happens if it crashes?" He mused as they walked into the building.

"An' that's what I got t' tell you, Eisenhardt," Grimm concluded.

Eisenhardt pursed his lips in thought. The elderly woman seated next to him, shook her head.

"General Grimm, I have been alive for a very long time and some would say what you are telling us is unlikely," she paused "But even I know that the future can be changed, ever so slightly."

"Miss Adler, I bet it can, so here's a chance fer you t' change it," Grimm shook his head, "Y'ever met Trask? Brilliant fella, but he's paranoid 'bout things he ain't gotta worry 'bout."

"General, I would like to thank you for sharing this information," Eisenhardt interrupted Adler's response, "This is concerning, especially if the government may support it."

"I ain't, but I reckon it'll be easy fer someone else t' back it. 'Specially with Kelly gettin' folks all fired up."

"Mm. Yes. I do recall seeing a vision about Kelly and what his death may cause," Adler shook her head, "Nightmarish. We are monitoring the Heralds, if they do make an attempt on his life."

"Hell, let'm. Maybe it'll do'm some good to have you folks save his dumb ass," Grimm chuckled, "Might teach'm t' respect you."

"General, I do not believe this is a joking matter," Eisenhardt icily replied.

"Neither do I," Grimm responded, "An' I got another question fer ya. When am I gettin' my assistant from you?"

"Actually, that is why I am here, General." Adler smiled, "After discussing it with the other candidates, we agreed that I am best suited for the task."

"You shoot laser outta yer eyes or somethin'?"

"Precognition. I can see potential futures."

"Handy. What's gonna happen if Kelly an' his folks get their way?"

"It varies. As I said, potential futures. I see one where the Sentinels rule the remains of humanity after wiping out all of the superhumans. But there is one where the Sentinels help foster a new age of understanding and cooperation."

"Well, we'll see how you'll fit in here."

"Very well, General, I think we should take our leave."

Outside, Gwen and Ben entered the waiting room. Grimm's secretary looked up and smiled.

"Good morning Miss Danvers," Ben politely greeted her.

"Mr. Parker, the General is almost done with his meeting and he will be right with you." The door to the General's office opened, as Eisenhardt and Adler stepped out.

"I would say that went well," Eisenhardt paused, "You did inform Raven, did you not?" Adler paused. "...You did no such thing," Eisenhardt sighed, "Between the Heralds and an angry Raven, I would face the Heralds any day. Ah, Mr. Parker."

"Professor," Ben politely returned the greeting. Gwen froze in place as realization engulfed her. Eisenhardt frowned as he turned his attention to the teenager.

"Is something a matter?"

"You're him! Magneto!"

Eisenhardt frowned as Gwen jabbed a finger at him. "That is correct, have we met?"

"We…" Gwen trailed off, "You don't remember?"

"I have been meeting with many people as of late, I apologize if I have forgotten you," Eisenhardt paused, "You do seem familiar."

"She's just a bit confused, Professor," Ben cut her response off, "The orientation for new students was next month, correct?"

"Ah yes. We do look forward to Peter's arrival. It's a relatively large class, about twenty students."

"Great, we can talk about it later. Got a meeting with the General."

"Ah, it's best that I don't keep you waiting then. Good day." Eisenhardt politely nodded his head and departed.

"As I said, Eisenhardt is a heroic man here," Ben chuckled, "Best not keep the General waiting."

"Wait, you're not coming with me?"

"I have my own duties to attend to, You'll be fine."

* * *

A blonde girl stepped into the office and paused. The General behind a desk, cigar firmly clamped in his mouth. He glanced up from his paperwork and at Gwen. "Y'with Parker?"

"What?"

Grimm paused, yanked out his cigar and stubbed it out, "You with Ben Parker?"

"Y..Yes."

"Gwen Stacy?"

"Yes."

"Gwendolyne Maxine Stacy?"

"Yes."

"Siddown." Gwen obeyed as Grimm frowned. "I got three questions fer ya. Answer honestly."

"Okay?"

"Who's th' president?"

"JFK."

"Who's Steve Rogers?"

Gwen frowned, "Captain America?"

"Lassone. What's J. Jonah Jameson doin' right now?"

"In jail over the whole Scorpion thing."

Grimm paused, and chuckled. "Kid, JFK's been dead for ten years. Steve Rogers was Iron Man, an' a very close friend o' mine. An' as much as I'd like t' see Jameson in jail, he's Governor of New York."

"Who's president?"

Grimm ignored her and continued on, "Th' fact that y'got that wrong, an' Parker's call last night is leadin' me t' one option."

"...So what is this?"

"Welcome t' another universe, kid," Grimm sighed, "I'm General Grimm, Director of S.H.I.E.L.D."

"What happened to Nick Fury?"

"Fury? Only Nick Fury I knew died back in World War II."

"...Wait, Grimm? Like Ben Grimm?" Gwen continued, "Aren't you supposed to be...you know, orange and rocky?"

"I can be rough around th' edges, but I ain't orange. I've seen a couple o' my alternate universe dopplegangers and they're all ugly.'

"How do I know this isn't some kind of ridiculous prank?" Gwen countered.

"Y'think someone would go through all th' effort to pull that off?" Grimm responded, "There's a way t' make sure, though."

"What's that?"

"Follow me."

Grimm got up and made his way to a door in the back of his office, He punched a combination into a keypad and opened the door.

"You first."

"Where are we going?"

"Get in an' I'll explain." Gwen paused, waiting for a familiar buzzing to fire up and warn her of danger. Grimm frowned.

"Kid, I don't got all day t' deal with you. C'mon." Gwen cautiously got up and entered the elevator. "T' put things simply, we ain't th' only ones here."

"You think I'm an alien?"

"Possible. We know there's life on other planets. But we've got other dimensions too."

"Are you serious?"

"Kid, you think yer th' first one I've ever seen? We've run inna a couple others. Some make it back under their own power, but most…" Grimm trailed off, "Most can't. They got here by freak accident." Grimm looked down at her, "More importantly, mosta 'um got superpowers. Regular folks do crossover, but it's rare since they ain't goin' around lookin' for trouble."

"I don't know what you're trying to imply."

"Kid, You've got a terrible poker face. Not t' mention I got a report 'bout a new vigilante showin' up an' callin' herself Spinnerette. Next I got you showin' outta th' blue." Grim paused, "If yer actually some kinna superhero, now's th' time t' come clean. We can figure out wut t' do with ya." The elevator came to a stop and opened. The Stranger sat in the hallway in front of the elevator, looking through a newspaper.

"Stranger."

"Ah, General." He stood, putting the newspaper to the side, "I assume this is the person that Parker brought in?"

"Yeah. It's a Gwen Stacy."

"Ah," the Stranger paused as he looked at her, "She does indeed look the the Gwen Stacy of this realm."

"Who are you?"

"Ah, of course, how rude of me. I will not be telling you my real name, but most people simply call me The Stranger. Tell me, how did you get here?"

"She's been annoyingly silent on that. Can y' just...Y'know read her mind or somethin'?"

The Stranger frowned, "As I have said before, I will do no such thing."

"If this really is an alternate universe, can't you just send me back?" Gwen cut off Grimm's response.

"I do have a spell that permits dimensional travel, but not in the way you seek," the Stranger shook his head, "The spells I posses are unpleasant for those with superpowers, let alone those who do not."

"What, like, uncomfortable?"

"It involves traveling through the Dark Dimensions, home to some of the most dangerous beings in the multiverse. Even if I was to accompany you, there is no guarantee that you will survive."

Gwen paused. "...Do I actually have to say if I have powers or not?"

"Secret Identity's safe with me, Kid. Ask th' Stranger."

"Indeed. There are several of us who prefer to remain anonymous to the general public. The General is aware of our identities and has remained silent on the matter, even as the government continues to pressure him."

"Y'don't have t' tell me know. Think it over."

The Stranger glanced down at his watch, "We should keep going, It's about time."

Grimm sighed, "I gott'm a present t' keep him from complainin'. He'll do it anyway." The three made their way down the hallway. Grimm paused at a door and looked at Gwen. "Like I said, I got a plan fer everything."

He pulled open the door and motioned for Gwen to go in. The teenager stepped into the room: Agents scurried around, while others watched monitors around the room.

"Welcome t' A.R.M.O.R. kid."

"What's that stand for?"

"Alternate Reality Monitoring and Operational Response Agency." the Stranger smiled, "I wasn't even aware that it existed."

"Let's be honest, I said it before that we get folks who crossover an' get stuck. So what do we do when they ain't exactly th' best o' folks? And then what do we do with th' good folks who get stuck?"

Grimm led Gwen into another room: Huge glass windows split the room into a viewing area and a training area. Two women were in the other room, dodging and countering attacks from training robots. The younger of the two woman was dark skinned, her hair tied back in a pair of braids. Clad in denim jeans, a green shirt with a lightning bolt streak down both sleeves, bandana and cowboy hat, she zipped past a training robot and opened fire with a pair of revolvers. The other woman, a blonde flung a familiar red, white and blue shield, decapitating the robot. She quickly nabbed the shield from the fallen chassis and turned her attention to another robot.

"We let'm make a new life fer themselves," Grimm looked at someone else in the observation room whoo wasn't immediately visible, "Right, Howard?"

"Y'got that right, Bub."

Gwen whirled around to look at the speaker, only to see nothing. She looked down and froze. "You're a duck," she stammered out, dumbfounded.

"An' you're a strategically shaved ape," the two foot tall, anthropomorphic duck shot back, "We done statin' the obvious here?"

"Kid, this is Howard. One o' our original 'guest's, an' commander o' A.R.M.O.R."

"What ya got for me, Ape?" Howard jabbed a finger at Gwen.

"This one's a Gwen Stacy. Won't say how she got here, but I reckon she's got some kinda power."

"Grimm, I ain't puttin' no one in trouble unless they can prove it," Howard paused, "Jackie's an exception."

"Her powers work like her old man's then?"

"Old Man Kane's worked on his reflexes. Jackie's got full-blown super speed," Howard jabbed a thumb at the training room, "I think Rosie and her are ready for the big leagues."

"So this is what you're gonna do if I can't go back home?" Gwen asked, "Train me to join some government superhuman team?"

"You got a better idea?"

"Why can't you just let me go?"

"Two reasons. One, folk find it tricky t' blend in with th' crowds. Jackie came from th' butt-end o' the 19th century, an' Rosie's from an alternate world where th' USA is still fightin' th' Nazis in 1969." Grimm motioned to Gwen, "Y'might have a better time fittin' in, but there's a hell of a difference between this world an' yours."

"What's the second reason?"

"You." Grimm stated bluntly.

"Me?"

"What the general means is...Your counterpart is in a position that makes things awkward for us to just let you go," The Stranger paused.

"I dunno, you apes all look the same to me," Howard grumbled as he lit a cigar.

"Simply put, the current President of the United States is George Stacy. Not a different person who happens to have the same name, but your father."

Gwen stood there, processing the information, "Are you serious?"

"Kid, do I look like someone who's gunna make up bullshit so I can mess with folks? I got kids too."

"As you can imagine, this presents an...awkward situation for you, Miss Stacy," the Stranger continued, "If you go out in public, people will believe that you are your counterpart, thus making you a prime target for criminals and supervillains. Even with a disguise and name change, it may not be enough."

"You join them," Grimm jerked his head towards the training room, "We kin figure it out."

"...This isn't some kind of Superhero registration, is it?"

"I'm under pressure t' start somethin' like that, but I ain't budging," Grimm frowned, " 'Sides, It ain't gonna be possible t' control everyone. Those who wanna work with us can an' those who wanna go out on their own can." Grimm paused," 'Course, none o' that matters if ya don't got powers or trainin'. I reckon we're probably gonna have t' keep a civilian in custody 'till we can either find a way t' send'm home, or at least until Stacy serves out his term. Or terms if he gets elected again in '76."

"Are you serious?"

"Legally, y'don't got any rights. No birth certificate, no social security, no nothin'. Yer an illegal alien in th' truest sense o' th' term," Grimm paused, "So if yer really a superhero, now's th' time th' talk."

"...I need time to think about this, can I just...walk?"

"...It may be best for her to realize what exactly she is getting into, General," The Stranger added.

"She'll blend in out there anyway," Howard added, "They say you apes all got a look-alike somewhere anyway."

"...Whatever. Get back in th' elevator, I'll tell Parker to see you out." Gwen turned back and started towards the elevator.

"Send two agents t' tail her. I want Woo an' Bridge after her."

"Are you sure this is wise, though?" The Stranger continued, "I did advocate her freedom, but I do believe this may be a mistake."

"Hell. She don't wanna talk, I'm gonna have t' force it outta her."

"Assuming she's this Spinnerette character," Howard blew a cloud of smoke, "I remember a fella callin' himself Spider-Mallard back home."

"I'm pretty sure she's got powers. Either way, th' lab boys'll let us know."

"You took a blood sample?" The Stranger frowned.

"Standard practice for anyone goin' t' visit A.R.M.O.R. Last thing we need are people's duplicates slippin' in an' replacin' them."

"Ape, do you really think this is gonna work?"

"We're gonna find out."

* * *

Gwen walked the streets of New York with no particular destination in mind; it wasn't like she had anywhere to go after all. She'd really rather be webslinging, it was far more relaxing than a simple walk, but that wasn't an option here. She'd cause a scene if she did that; the people here didn't Know Spinnerette.

She was being tailed. Probably by S.H.I.E.L.D. agents, she wasn't going to make a fuss about it, not after what Grimm had told her. She could understand wanting to keep an eye on her given the status that this world's version of her had. She didn't like it, but at least she could respect his reasoning.

In all honesty Gwen was in too much shock to really take it all it all in. She was in an alternate universe, it was like something out of those old pulp science fiction novels. Of course it seemed like ever since she'd been bitten by that spider her whole life had been one giant science fiction novel. That or she'd been afflicted by some ancient curse.

She didn't sure how long she kept walking before her stomach demanded to be filled, a couple of hours at least. She kept her head down not wanting to be recognized and made her way over to a hotdog vendor on the street.

"Give me two with everything on them." She said slapping what was left of her allowance after buying webbing supplies on to the cart. Panic momentarily washed over Gwen as she remembered that this was an alternate universe and her money might not be any good here. Thankfully that wasn't an issue and the vendor handed her two very large hotdogs.

Gwen found a bench and sat down. As her stomach's needs were satisfied the gravity of her situation finally set in. She was as far from home as a person could get with absolutely no sure way back. Her father, or at least a version of her father was President of the United States and pretty much impossible to get to. Even if she could get to him, it wasn't her father, not really. He'd probably just have her locked up in A.R.M.O.R. anyway, if she was lucky.

The fact of the matter was she had no family, no way to make money, and nowhere to live. As far as this world was concerned she didn't exist. Without some sort of resource base she couldn't continue being Spinnerette for any length of time, and that was the only unique skill she had.

Maybe she would take up Grimm's offer and join up with S.H.I.E.L.D. and A.R.M.O.R., it wasn't like she had anything better to do if she was stuck here and it would allow her to still do good as Spinnerette. This S.H.I.E.L.D. seemed better the one in her home universe, and she'd done a lot of digging on that one. Maybe if she was lucky they could get her enrolled in Magneto's school and she could see Peter and Kitty again. Not that they would be her Peter and Kitty, but if they were anything like the one's in her universe then they would be the best friends she could ever have.

Then she remembered the way that Peter, this universe's Peter Parker looked at her. He thought she was insane and she couldn't blame him; she'd shown up on his doorstep babbling what was, to him, absolute nonsense. He was already friends with this world's Kitty, most likely they'd both think she was crazy. She had no friends to turn to.

That wasn't even the worst part. She loved Peter Parker, her Peter Parker. Just when they'd finally admitted their feelings for each other this had to happen. What had she done to deserve this? Her life had been going so well, sure it wasn't perfect, but whose life was?

Now all at once everything had been ripped away from her. Friends, family, love, all gone in a single second all because of some wacko named the Spot! Just losing to someone with that name alone was almost enough to make her want to hang up her Spinnerette costume.

Gwen punched the back of the bench in frustration, warping and denting the metal. With an anguished cry the dam finally broke, all the frustration, fear, and sadness came out in a torrent of tears and sobs. This just wasn't fair!

She knew she didn't have a choice. As long as she was here she couldn't be Gwen Stacy. There wasn't enough room in the world for two Gwen Stacys. She could only be Spinnerette, at least as Spinnerette she could do some good, and to be Spinnerete in this world she had to join A.R.M.O.R.

Once she finished her food Gwen began making her way back to S.H.I.E.L.D. headquarters. It was time to start her new life. Maybe if she was lucky they'd find a way to get her home one day, until then she'd just have to make the best of a bad situation. Working under Ben Grimm wouldn't be so bad.

She didn't make it even halfway back before she saw a man being roughed up by four construction workers. "Our boss wants to see you Dr. Ohnn, I'm afraid you don't have a choice in the matter." Said the leader of the construction workers, a man who was carrying a crowbar.

"Help me!" The mousy man who was being led along said. Gwen found an alley to change in and switched into her Spinnerette costume before swinging into action, quite literally. She kicked the man holding the crowbar in the back of the head sending him skidding across the pavement.

"Run!" Spinnerette told the civilian, who nodded and took off down the street. Going back to A.R.M.O.R. would have to wait, she couldn't just walk by when someone needed help, hopefully General Grimm wouldn't mind too much.

"You made a big mistake messing with the Wrecking Crew girly. The call me the Wrecker for a reason." The man with the crowbar said, "Oh well, if you've got powers I'll bet Mr. Fantastic wouldn't mind getting a peek at you either."

"The Spot, a bunch of construction workers who call themselves the Wrecking Crew? What is it with the stupid names today?" Gwen mused. Another one of the men who was wearing some sort of armored neck and shoulder harness charged her. Being as agile as she was she jumped out of the way causing the man to run into a streetlamp, breaking it. "Don't want that guy to hit me, got it."

The harnessed man seemed unphased by colliding with the streetlamp. "I'm going to bulldoze you kid, it's in my name after all." He said. A guy named Bulldozer, was it really too much to ask for villains to have decent names?

The Wrecker swung at her with his crowbar, but Gwen dodged his swipes. "Stay still!" he grunted.

"Yeah, not going to happen." Gwen said as she punched the Wrecker square in the gut. This time he was prepared for it though and took it rather well. He swung at her with the crowbar again cutting her just under her left eye. "Tougher than you look."

Spinnerette jumped back to put some distance between her and her opponents. "Thunderball, trip her up!" The Wrecker commanded. A third man approached swinging a ball a chain at her.

"Thunderball, now that's a villain name, there you go." Gwen said with a smile. She fired a web line at the ball and chain and attempted to pull it away from Thunderball. Unfortunately this guy also seemed to be plenty strong and the tug-of-war became a deadlock.

"Get her Piledriver!" Thunderball said. A man with abnormally large hands and the final member of the Wrecking Crew ran up behind Gwen and attempted to grab her.

"Piledriver, really? Back to the bad names now." Gwen sighed as she disconnected her webline and did a black flip over Piledriver's head, slamming her fists into it as she did so. Piledriver staggered, but stayed on his feet turning to face her. "At least I can see why you turned to crime, you know what they say about men with big hands, they have small… well it's not polite for ladies to talk about such things."

Gwen was beginning to wonder just how bad her luck was, running into four superpowered guys at once, thankfully they didn't seem to be on the speedy side or she'd really be in trouble. She felt the familiar tingling of her Spider Sense as Bulldozer changed her from behind. She jumped at the last second, letting Bulldozer hit Piledriver instead, momentum sending the two crashing into the side of a building. A quick web cocoon cut her problems in half.

Thunderball swung his ball and chain at her, which she managed to avoid, but The Wrecker managed to grab her arm as he did so. He lifted her up into the air despite her struggling with everything she had and repeatedly slammed her into the concrete until she blacked out.

When Gwen came to she found herself strapped to a table, she struggled against the restraints, but the wouldn't budge. "Don't bother Ms. Stacy, those restraints are pure adamantium, you'll amputate your own hands before you break them. An expensive but necessary precaution when dealing with my experiments." A voice said, the owner of which was cloaked in shadow. It seemed vaguely familiar to her, but she couldn't place it. Wait, he'd used her name... It was then that she realized that her mask was gone.

"I'm not who you think I am." She protested. Her voice was weak, her thoughts slow, "What have you done to me?"

"Don't take me for a fool Ms. Stacy, I know exactly who you are, I went so far as to run a DNA test. I don't know what you're doing in New York, but in the end that doesn't matter. Your father will pay handsomely to get you back. As for why you're feeling a little off that would be because I gave you a sedative. In truth the restraints would've been enough, but one can never be too careful. Still, you should recover shortly, I want you to put on a good show for Daddy after all."

The man came out of the shadows and despite the wheelchair and head that was far too large for his body Gwen recognized him immediately. How could she not, he was one of the most famous people in the world.

"Reed Richards!" She said with a gasp. That appeared to be the wrong thing to say as he glared at her.

"My name is Mr. Fantastic and you will address me as such!" He roared. Gwen just laughed in his face, despite how terrified she was she just couldn't help but laugh at this man.

"I've heard of having a big head, but I didn't think it was literal. I mean seriously you've got an ego on you 'Mr. Fantastic'. Is that really the best thing you could come up with? I mean I get it, silly and larger and life is your thing, just look at your cranium, but show some creativity for crying out loud."

Richards fumed at her, she refused to think of him as Mr. Fantastic. "You are lucky that I will need you in good condition to get anything out of your father Ms. Stacy, or such insolence would not be tolerated. You already cost me Dr. Ohnn."

"Yeah, well, I'm not a big fan of kidnapping." She said.

"I'm sure you're not given your current situation, but it doesn't matter. What does matter is that you have powers, how you and your father managed to keep that a secret as he's been holding office I will never know. Still you performed remarkably well against the Wrecking Crew. I look forward to finding out how your powers work." Reed rubbed his hands together menacingly.

"Like I'd tell you anything." Gwen spat.

"Ms. Stacy, you seem to be under the illusion that you have a choice in the matter. Whether you tell me anything doesn't matter. I will find out how your powers were obtained, even if I have to dissect you to do it. I hope it doesn't come to that for both our sakes. I like large paydays. Still, you won't have to worry about that until I get your father's first ransom payment."

Gwen couldn't help but smirk, this psycho wouldn't be getting any money. President Stacy wouldn't give a damn about her. Still this universe seemed to hate her, she'd had nothing but bad luck since she got here. She only hoped that General Grimm would be able to send help once those those S.H.I.E.L.D. tails reported back to him.

* * *

"Got it. Woo, you head back, Bridge, keep me updated." Grimm hung up his communicator and stood.

"Trouble, General?" Ben Parker asked.

"She ran inna th' Wreckin' crew. Beat th' crap outta her an' high tailed it outta there with her."

Ben sighed, "I was worried about this. Does she have powers?"

"She put a ridiculous costume on, and went toe-t'-toe with them for a bit."

"Enhanced durability, strength and speed, presumably." Ben rubbed his chin, "Whom are you sending after her?"

"Jackie and Rosie fer sure. Who's on base?"

"Walters is here. Her suit underwent some upgrades. The Creels are here too, I believe they left Michele with your wife and the twins."

"Tell'm t' get ready. One more thing. If Bridge doesn't know where they wen, can y' find her?"

"I'll need the blood sample, and it might take some time."

"Take it."

* * *

Richards slid out of the wheelchair and onto a modified chair. "Inform me of what you have learned."

"Sir, our agents in DC have managed to infiltrate the White House and plant the projectors, but…"

"But what?"

"Sir, one of them reported that Gwen Stacy is still there."Richards frowned as his armor snapped into place. After a moment the chair began to hover. He glanced down at the control panel under his left hand.

"Inform them that my Support armor seems to be functioning well," He turned his attention to the other AIM underling, "Explain."

"Sir, our agents infiltrated the White House under the guise of members of a tour group. Once there, they were able to release the camera bugs and confirmed that they have hidden themselves in the Oval Office. However, during the tour, one of them saw Gwen Stacy."

"A body double, perhaps?"

"Even with a body double, it would be difficult for her to be all the way in New York, and sneak back to DC without anyone noticing."

"Are you suggesting that we have picked up a fake?"

"No, her DNA test prove it," the underling paused, "Ohm was working with dimension technology, correct?"

"Yes," Richards paused, thinking things over, "Are you suggesting he was successful? The prototype we located was never completed."

"Yes and no. If this an alternate version of Gwen Stacy, that means maybe an alternate version of Ohm was successful?"

"Unlikely. Ohm is foolish. Anyone intelligent enough to develop such things, would also use it intelligently," Richards grumbled, "And this is certainly illogical. What does one gain by sending a single person, especially one as public as the President's daughter?"

"Then a clone?"

"There's no reason to clone the President's daughter. Cloning Gwen Stacy is absolutely pointless." Richards paused as he left eye twitched, "Besides, if we of A.I.M. are unable to create flawless clones, how can we expect S.H.I.E.L.D. or anyone else to have perfected it?"

"The bugs are activated and monitoring the Oval Office. Once President Stacy is there, we will activate it."

"Excellent. In the meantime continue to take blood samples from Miss Stacy. I want to know what makes her powers tick."

* * *

"Who th' hell is Johnny Ohm?" Grimm muttered into his phone.

"Said he was the target of the Wrecking Crew. Apparently he borrowed money from an A.I.M.-backed group to help finance his project,"

"What project was that? Homemade power armor?"

"Spacial transportation."

"Bridge, put him on th' phone."

"Hello?" a nervous stuttering man answered.

"Professor Ohm, this is General Grimm of S.H.I.E.L.D. What's this I hear 'bout A.I.M. Wannin' t' kidnap you?"

"It's a misunderstanding, I needed funds for my project and…"

"What project?"

"Spacial movement. Theoretically it allows one to create a portal to another place, like a doorway."

"So y' could put one o' these portals up an' walk inna a locked room?"

"Theoretically, yes. But not just the next room over, imagine being able to access the Kremlin without having to actually sneak into Russia."

"What about goin' inna another dimension?"

"...assuming Multiverse theory is correct, yes."

"...Doctor Ohm, I think S.H.I.E.L.D. could use a fella like you. How long would it take you t' finish a portal?"

"Depends on what resources I have, but if we can get the prototype back from A.I.M., I would be able to finish it sooner."

"Doctor Ohm, fer yer own protection, I'm gonna have you brought inna S.H.I.E.L.D. custody. You'll have access t' yer work an' what not, but I can't have ya runnin' around if A.I.M. is lookin' fer ya."

"...I understand."

"Y'know where they might have taken yer machine?"

"No idea."

"Alright, give th' phone back t' Bridge," Grimm paused as the sound of shuffling around was heard through the phone.

"Bridge here."

"Bring'm back here. Gonna keep'm safe fer now."

"Woo's still here, I'll have him take Ohm. Gonna keep looking for where they could have taken her."

"Stay safe then. Last thing I need is losin' an agent in this."

"Roger. Bridge out."

Grimm hung up the phone. Someone knocked on his door, "Commin."

The door opened and Coulson popped his head in, "Everyone's waiting for you, General."

"Tell'm I'll be there in a second. Needa check up on Th' Stranger."

* * *

Richards frowned at the projection: President Stacy speaking with a grumpy looking Gwen. "Is this a live feed?"

"Yes sir."

"Is the Gwen Stacy in our possession still there?"

"We're still pumping sedatives into her, one of the docs suggested that we don't put too much sense we're still not sure what her powers are coming from. The boys are still analyzing her blood samples, but it looks remarkably promising."

"...Do we still possess the dimensional tracking device?"

"The one that detects riffs or the one that shows what dimension people may be from?"

"The second one. Use it on Stacy."

"Yes sir." The scientist quickly left the room as Richards frowned. Another scientist entered, carrying a clipboard.

"Speak," Richards growled.

"Sir, we have the preliminary results from Stacy's blood test. It appears that her powers are derived from a corrupted DNA sequence that has been exposed to a very large amount of radiation."

"Gamma or Cosmic?"

"It appears to just be radiation. They're still working on exactly what DNA, But it appears to be from a member of the Order Araneae."

"Spider DNA? Ridiculous. The Soviets have Romanov and she mutated into an uncontrollable beast."

"Gamma radiation seems to be less reliable and more prone to bringing out the worst in people. We saw that with Calusky and Garthwaite. Creel and MacPherran proved to be much more stable."

"...We will start experiments based on that later. Is there anything else to tell me?"

"We've also started to reverse engineer the...ah, web projecting devices that she had. Whoever designed them for her is brilliant."

"So was Petruski," Richards muttered, "Could he have been behind it?"

"Possibly, but the size of it seems out of his ability."

"Perhaps working with someone else at S.H.I.E.L.D.? Speaking of S.H.I.E.L.D., has there been any activity from them?"

"None that our spies can report."

* * *

Grimm lit up a cigar as he looked over the group in front of him. "Alright, this is an emergency mission, so I'm given' it t' ya straight. This mission's a two-fold. Priority one," He paused as a projector threw up a picture of Gwen Stacy. "This here's Gwen Stacy, not th' president's kid. She got sent over an' got stuck here thanks t' some Dimension shenanigans. Priority One is findin' her an' gettin' her out. I don't want A.I.M. thinkin' they captured the real Stacy an' trying t' pull some bullshit on the President. She's got powers so I don't want Richards doin' some kinda experiments on her. Walters, that's gonna be your job."

"I understand."

"Second, you're gonna look for this," The projected image changed to a large, circular device. "This here's Doctor Ohm's latest project. A.I.M. stole it from him, but it ain't complete an' only Ohm knows how t' finish it. Jackie, I'm making this your job, since you're th' only one fast enough t' go through th' whole place t'."

"How d'ya know it's there, Boss?"

"It's th' closest A.I.M. base an' th' Stranger has confirmed that Stacy's there. It's likely that th' Wreckin' Crew wouldda taken Ohm there as well."

"This means that the rest of us are the distraction, doesn't it?" Rosalind asked.

"Got it. We know th' Wreckin' Crew is there, possibly Richards. Objective three is t' wreck the place. I want t' get Richards t' abandon th' place and do it inna panic."

"...General, Richards isn't dumb. Moment we even show up near there, he's going to take his most important stuff and get out," Creel pointed out.

"That's th' thing, He ain't gonna see you until it's too late," Grimm blew out a cloud of smoke, "Thanks t' th' Stranger, we have a way arounnit. Stranger?" The Stranger appeared, smiling.

"I can teleport all of you into the building."

"How?"

"Usually I would not be able to, but because I was able to use the blood sample from this Gwen Stacy…"

"He was able t' lock onna her," Grimm blew another cloud of smoke.

"Ready t' go?"

"Yes sir,"

"Stranger?"

"A moment," He waved his hands, gesturing grandly, "Please be warned, teleportation can cause some people to feel nauseous."

A brilliant purple flash erupted, blinding Grimm for a moment. As the light faded, Grimm looked at the empty room in front of him. "Did it work?"

"Of course. Vision of the Vishanti."

A shimmering portal opened up in the space in front of the two men: stunned A.I.M. workers stared at the sudden appearance of Damage Control within the A.I.M. Quarters. Seizing the moment, Creel planted his hand on the wall, transmuting his body into steel. "You all know the plan, let's get going!"

* * *

"WAKE UP." Gwen stirred, still dizzy. As her eyes focused on the face in front of her, Richards smiled.

"Miss Stacy, you are an even greater prize than I imagined. Proof that alternate universes exist. All for A.I.M.'s taking. And even better, you are going to spearhead the invasion."

"No...way."

"That was not a suggestion," Richards' smile grew, "I need you to duplicate your powers, and what better way to do so than with clones?"

"Sir!" a scientist entered the room, wide-eyed with panic.

"What?" Richards snapped.

"The base is under attack from S.H.I.E.L.D. agents!"

"Impossible, we would have been notified," Richards spun around to face the screens behind him, "Remote access, Richards Override." The screens burst to life as video feeds flickered on. Richards grimaced as he watched the Creels smash their way through a wall, startling the scientist in the other room. Another monitor showed Rosalind deflecting gunfire with her shield, as A.I.M. enforcers tried to take her down. Yet another monitor showed Jackie frantically searching a room, as the scientist sat tied up in the middle of it.

"Impossible, how did they get past our sensors?" Richards grimaced, "Dispatch the Wrecking Crew to keep them busy, I will deal with them myself."

"Sir, I don't think that's wise. They know we have this kid here, we need to get everything we can and get out,"

Richards frowned, "No, you're correct. Order them to take the priority projects to the emergency escape hatch."

"What about her?"

"...If they're attacking here, then they must have somehow known that she would be here," Richards frowned, "Take the samples to the emergency hatch. Computer. Prepare Carthage protocol."

"Sir?"

"We're getting out of here."One of the screens exploded, showering Richards in plastic, glass and metal. Through the remains of the screen, the faceplate of an Iron Man stared at them.

"Richards," the armored attacker stated.

"They sent the War Machines?" Richards grimaced, "Computer, activate Carthage protocol. Override six-three-seven-alpha."

"Not so fast!" More screens exploded, blowing a hole in the wall. The War Machine stepped through, repulsor beams and shoulder mounted revolver gun pointed at Richards.

"You're coming with me."

"Another time." Richards shot towards the door.

"Dammit, Adhesive X!" The gun on the War Machine's shoulder rotated and fired a large pink canister at Richards. The mad scientist quickly spun around holding his palm out at it.

"Analyze Cube!" A burst of white energy engulfed the canister, locking it in a cube shaped construct. Richards smiled as he brought the cube to him. "This isn't over!" Richards yelled as he fled.

* * *

"Dammit!" the War Machine ran towards the door, looking out after the leader of A.I.M. The armored soldier paused, and turned back towards Gwen. "Mission first."

The armored soldier walked over towards the groggy teenager. Gwen looked up into the faceplate. "Gwen Stacy?"

"Wha-?"

The faceplate clicked and slid up, revealing a brown haired woman. "I'm Jennifer Walters, General Grimm sent us to find you. Hold still," Her faceplate slid back down as she tore the shackles off of Gwen and helped Gwen sit up. "Can you stand?"

"Probably not," Gwen responded woozily, lucky he put me in weaker restraints, the old ones were adamantium.

"Alright, just sit there while I let the General know you're safe."

Walters reached up and pressed something on the side of her helmet.

"General, this is Walters. I got her."

"Good. Jackie just called sayin' she got th' machine. How is she?" the General's voice responded, tinny over the receiver.

"She's been drugged, most likely sedated."

"Well if you gotta help her up, help her. Get back t' the rest o' th' group for extraction."

"Sir, Richards escaped. I tried to apprehend him with the new Adhesive X, but…."

"It didn't work?"

"No, Richards was able to capture the round in some sort of forcefield and escaped with it,"

"Can't help it, things like that happen. Now get out of there."

"Yessir." Walters ended the transmission and turned back to the groggy teenager. "Think you can stand?"

"Let me try."Gwen hopped off the table and her legs promptly collapsed under her. "No."

"I got you, kid." Walters reached down and slid an arm under Gwen's legs and back, holding her bridal style. "Kid, I'm gonna have to fire up the booster, this isn't gonna be fun."

"I'll manage."

"If you say so. Armor, activate stabilizers." A small pair of fixed wings popped out of the back of the armor. Thrusters on the wings and her boots flared to life. "Hold on," Walters shot out of the room and rocketed down the hallway. A.I.M. Agents fled as she continued on her path.

"Walters, it's Creel." A voice crackled through her radio.

"This is Walters. I got the kid."

"Where are you?"

"Passed Lab 24."

"Turn left once you pass lab 17. We'll see you in a bit."

"Roger, over and out."

Glancing up, Walters slowed as she approached a room with a sign reading "#17". "Got it," Walters turned left, coming face to face with Thunderball.

"Shit, they got a War Machine here too!" the supervillain raised his ball and chain, preparing to swing.

"Franklin. Stunner!"

The chamber on her shoulder gun rotated and fired at Franklin. A small electrically charged round smacked him in the forehead, shocking the supervillain, paralyzing him.

"Second round, fi-" Walter's order was cut off as a massive, torn-off machine landed on Franklin. Mary appeared, fist raised. She lowered her fist as she realized who else was there. "Did you kill him?"

"No, it'll take a lot more than that. Just knocked him out," Mary jerked her head back towards the area behind her, "Richards sent them to keep us occupied."

"He mentioned something called a "Carthage protocol". What is that?"

Mary frowned, "Get going, he's going to blow the place up." Mary kicked the debris off of Thunderball, revealing the unconscious villain. As Walters passed, Mary grabbed Thunderball by the leg, dragging him behind her as she followed. Creel, Rosalind and Jackie stood surrounding the unconscious body of Piledriver and a strange device sitting atop a cart along with boxes of files and other items.

"Where's the rest of them?" Walters asked.

"Wrecker and Bulldozer ran off after we knocked out this idiot," Creel jabbed a thumb at Piledriver, "Tried to go after them, but we got word from Grimm that you found the kid so we decided it wasn't worth it."

* * *

"Richards activated something called 'Carthage Protocol'."

Creel frowned, "Shit, that's the self-destruct command," Creel yanked out a communicator and flicked it on.

"General, this is Creel. Everyone's ready for pick-up. We got the girl, the machine and two of the Wreckin' Crew. Richards activated the self destruct protocol. What do you wa-" A brilliant purple flash engulfed the group."-nt us to do?" Creel looked around at his new surroundings S.H.I.E.L.D. headquarters, "Never mind," He muttered as he shut off the communicator.

S.H.I.E.L.D. agents poured into the room, quickly apprehending Thunderball and Piledriver. Grimm entered the room, Ohm behind him.

"Th' hell's all that crap?" Grimm pointed to the cart.

"Nabbed some papers that looked pretty important. Hope y'don't mind, Boss." Jackie replied.

"Send'm t' Schultz an' th' Techboys. This your thing, Doc?"

Ohm adjusted his glasses, "That's it, General."

"How soon can y' finish it?"

"If Octavius and Jenkins help out, Tomorrow morning. I'm going to have to test it, though."

"Get t' work," Grimm turned his attention to Walters and Stacy, "How's th' kid?"

"Still groggy." Walter said

"Get'r t' th' docs an' let her rest," Grimm turned his attention to the others, "resta you get some rest. Building downtown exploded, but it's under control." Grimm turned and left the room. "Wutta revoltin' development." He muttered as he left.

* * *

Gwen was sprawled out on a bed in the S.H.I.E.L.D medical wing. She glared at the tube leading from her arm to an I.V. full of O- blood. She understood the need for it of course, this universe's Reed Richards had taken quite a bit of blood in his samples, to the point where she actually was in need of a blood transfusion. That didn't mean she had to like her current situation though.

For a maddening amount of time Gwen had nothing to do but just lay there and listen to the heart monitor beep. Recuperating from injuries was part of the superhero job, she'd learned that much over her past year as Spinnerette. But she wasn't sure if she'd ever get fully used to it.

Finally the monotony was broken by the sound of footsteps. Gwen turned to find Ben Parker approaching and smiling warmly. "Hello Ms. Stacy, how are you feeling?" He asked as he pulled up a chair next to her bed.

"Would you believe I've taken worse beatings than what the Wrecking Crew gave me?" She asked with a light chuckle, as much as it hurt her bruised sides to do so. "And please call me Gwen, Ms. Stacy sounds too formal." Ben frowned.

"I'm not sure that I like a child getting involved in the superhero business Gwen, it's dangerous. You could have been killed or worse. There's a reason we have S.H.I.E.L.D. to train and regulate powered people."

Gwen sighed. "I understand your reasoning Mr. Parker, but I can't agree with what S.H.I.E.L.D. is doing in this universe. You and General Grimm are good people, and I know you mean well, but this is dangerous. The research and development, the government sanctioned teams, it's a slippery slope. Let's be honest, what S.H.I.E.L.D. is doing isn't that different from what A.I.M. is doing."

Ben's eyebrow arched. "Oh?"

"You know what they say Mr. Parker, the road to Hell is paved with good intentions. Like I said, I know that you and General Grimm are good people, it's not you I'm worried about, but you guys won't always be around. All it takes is one wacko to get into power, one disaster to shake up the chain of command. I think we both know what happens then, all the lines that you and General Grimm aren't willing to cross will be crossed. S.H.I.E.L.D. will become just as bad as A.I.M. and people will go along with it because it says it's doing these things for good reasons; it's not the obvious evil that you need to watch out for, that's easy to spot, but the one that looks like it's doing something good, now that's the real danger."

"You don't exactly have the highest rate of success with your little solo act Gwen. Can you honestly say that your way is better than ours?"

"I'm having an off day; besides I saw a man being kidnapped and I had the power to do something about it. What did you expect me to do Mr. Parker, just ignore it and keep walking? That's not how being a hero works.

"Every system has its flaws Mr. Parker, I admit that, but my father is, was, a police officer. He recently retired, but he's taught me a lot. When I look at S.H.I.E.L.D. I see a system that is practically begging to be corrupted. I know it can go that way, the S.H.I.E.L.D. on my world is little better than A.I.M. Instead of helping a mutated scientist find a cure they wanted to capture him and replicate his mutation so that they could have Super Soldiers to win against Russia. The Cold War has gone from a nuclear arms race to a superhuman arms race. It wouldn't take much for this world to go down the same path."

Ben chuckled. "Gwen, there's no such thing as a perfect world. If there was, there would be no need for S.H.I.E.l.D., A.I.M., Spinnerette or any superhumans. We're already in a Superhuman arms race: Iron Men, Crimson Dynamos, the Soviet Super-Soldiers... And it's our duty to keep it from getting worse."

"I hope you're right, Mr. Parker. For the sake of your world, I hope you're right."

"I have seen worlds that are teetering on the brink of nuclear annihilation, worlds taking steps towards utopia, and others that aren't too different from our own," Ben replied, "You'd be surprised at what the multiverse allows.

"In a bit of good news, Dr. Ohnn and the others nearly have the dimensional transporter ready soon. They need to do some tests before they send you through, but so far the the readings look promising. You should be home by the end of the day tomorrow."

"Good. I can't wait to go home and see everyone again. My dad, Kitty, Peter…" She mused.

"You seem to care a great deal about your version of my nephew, take good care of him Gwen."

"Don't worry Mr. Parker, I will." Gwen said.

* * *

Miles Warren couldn't help, but jump as he saw Reed Richards enter his lab flanked by his bodyguards. He hadn't been expecting a visit from his employer, and the leader of A.I.M. wasn't known for making social calls. So needless to say an unannounced visit from the man was rarely considered a good thing. "Mr. Fantastic, what can I do for you sir?" He asked trying to not let too much fear show in his voice, he wasn't very successful.

"Warren, I'm not here to kill you, you can still be of use to me." Richards said in a tone that was likely meant to be disarming, but coming from that man no words were comforting. "In fact, I've come to bring you something to tinker with."

"What would that be, sir?" Miles asked.

"I've brought you some very special blood samples. I want you to use them to perfect your cloning technique. If you can do this A.I.M. will be one very large step closer to its goals." The bodyguards walked away from Richards for a moment and put the blood samples on one of the tables in the room.

"May I ask what is so special about this particular blood, sir?" Miles knew it was a bad idea to question Mr. Fantastic, it usually ended with you dying, but he was a scientist his curiosity could not be ignored easily. "Knowing may help me in my attempts to make a clone." He quickly added, as Mr. Fantastic frowned. It wasn't a lie, if there was something unique about this blood knowing that ahead of time would help in the cloning process, he just hoped that Richards saw things that way.

"Very well, Warren, the blood has been analyzed and I fully intended to give you that data, but I can tell you a little bit now. That blood is from Gwen Stacy."

"The President's daughter? How on Earth did you get that and what good does cloning her do A.I.M.?" Warren asked in genuine confusion.

"How I got these samples is not important." Mr. Fantastic said. "They are from Gwen Stacy, but not the President's daughter, a Gwen Stacy from an alternate universe. This one had powers. If you can manage to clone her, then A.I.M. will have a metahuman army at its disposal, with whole new universes to conquer. Just think of it Warren."

Miles Warren was thinking alright. He was thinking that Reed Richards had finally fully descended into madness, but that thought stayed unvoiced out of sheer self-preservation. "I will get to work right away sir." He meant it too, there was no escape from a man like Richards.

"Very good Warren, I will have the rest of the data sent to you over a secure connection," Mr. Fantastic paused. "Understand that I expect results as soon as possible." With that Mr. Fantastic left the lab.

* * *

Gwen eyed the strange machine in the research and development lab at S.H.I.E.L.D headquarters. Somehow this thing was supposed to get her home. She wasn't sure she trusted it, for all they talked it up she'd never even heard of its inventor Dr. Johnathon Ohnn. "You're sure this thing will get me back home?" She asked.

"We're ninety-five percent certain." Dr. Ohnn said adjusting his glasses, "We used the blood sample that S.H.I.E.L.D. took from you to create a resonance with your home dimension. All of the tests have worked as projected, of course we haven't used it on anything quite as complex as a human being."

Gwen frowned, what was it with people in this dimension taking her blood? Were they all secretly vampires or something? Given the way her life had been going as of late that honestly wouldn't have surprised her. "And the other five percent?" She asked.

"Should something go wrong from what we can project your atoms will be scattered across countless dimensions, you would effectively cease to exist," Dr. Ohm shrugged, "As I said, there is only a five percent chance of such a thing occurring."

"Well that's certainly comforting." Gwen muttered.

"Quit yer bellyachin' kid. Ya wanna t' get home? Well this is the best shot ya have, otherwise yer takin' yer chances with the Stranger's spell an' from what I understand that's got even worse odds. Besides, ya ain't given me nothing but headaches, I want'cha outta my hair, Stacy." General Grimm said.

"Believe me, I'm not keen on my staying here either," Gwen said, "Fire it up."

"Keep in mind that we don't know where exactly this will drop you at, we've been able to narrow it down to New York City, but beyond that there's no telling what's on the other side." Dr. Ohnn said.

"Why do you think I'm wearing my Spinnerette gear, trust me, whatever is on the other side of that portal, I can handle it." Dr. Ohnn nodded and turned the machine on. A portal appeared in the room just like the one she'd jumped through when fighting the Spot. "Well, I'd like to say that this has been fun, but since I was kidnapped and all it really hasn't been. Let's not do this again." With that said Gwen jumped into the portal, praying that it would take her home.

When the portal opened up on the other side she wasn't even sure it had worked at first. She'd once again found herself in a lab. She was about to turn around and declare the machine a dud when she saw him. Reed Richards was sitting at a workbench.

Gwen's blood ran cold at the sight of the man. How could she have ended up here so soon after this man had violated her in the name of mad science? Richards seemed to notice her intrusion because he turned around. "How did you-?" He didn't get the chance to finish that sentence as Gwen pounced on him and began raining blows on the man.

Unfortunately no matter how hard she hit it seemed like she wasn't doing any damage. Out of the corner of her eye she saw a blonde man come in. "What?" Flame On!" The newcomer was covered in fire and hurled a fireball at Gwen who jumped on to the wall.

"Johnny you can't do that in here, the chemicals are combustible!" Richards reprimanded.

"What am I supposed to do Reed? Spinnerette broke into our tower and was attacking you?" Gwen froze.

"Wait, you know who I am? That means I'm home! Oh, God, I'm so sorry!"

"Of course we know who you are, you helped save the President." The Human Torch said.

"Okay so I am home. Long story short I just spent a couple of days in an alternate universe and an evil version of you," she gestured toward Reed, Kidnapped me and used me as his guinea pig. The portal back home dropped me here and when I saw you... Oh, I'm so sorry." Mr. Fantastic chuckled.

"It's quite alright these things happen."

"If you don't mind I'll just open a window and get out of your hair." Gwen said. A nod from Mr. Fantastic was a;; she needed and Gwen was off to face her next great challenge: Her father.

Needless to say he did not look happy when she walked through the door. "It's been two days young lady? It's been two days, you can't just disappear like that."

"I know Dad, I was at the Parker house and things got crazy. Peter and his uncle will vouch for me."

"Alright, just make sure it doesn't happen again. I was just sitting here worried sick. It's all I have left to do now. You're all I have left."

"You know I've been thinking about that You need something to do. Have you considered politics?"

* * *

Hayato Ikeda, Prime Minister of Japan sat down at the table quietly. Emperor Hirohito had asked for a private meeting with him and one did not deny the Emperor such things. He had knew what this meeting was about of course so he'd brought the requisite files. Still he waited for his sovereign to speak.

"I trust you have done as I have asked?" The Emperor began, "The safety of Japan may depend on this task. The Soviets have built a super team and I will not let us fall behind. We cannot count on the Americans and their S.H.I.E.L.D. to protect us, they still haven't managed to put together any sort of team, their powered people are running wild, thus we must build our own team and defend ourselves.

"I have done as you wished Your Majesty and have brought several promising names for your approval. I have taken the liberty of creating a name for this project: Big Hero 6. Though honestly I'm not sure why you asked me to do this, you know that there are other avenues we could take." Ikeda said.

"I assume that you are referring to the Hand? I don't trust those ninjas, they worked with HYDRA, which is now the basis for the Soviet super project A.I.M. Even if they have cut their ties with that vile organization I cannot believe that they will ever put Japan's best interests ahead of their own. Now, back to why we are here, Big Hero 6? I suppose it works just as well as anything else." Hirohito mused. "Show me what you have."

"The field leader will be Masao Den, better known as Battle Japan. He worked for a time at the Defense Ministry which is why we chose for the Battle Fever program, unfortunately we could create the one warrior as you know before we were forced to turn everything over to the French, Wakandans, and Americans. He is a skilled hand to hand fighter and a skilled leader, plus using him will be a statement to our people and the world."

Hirohito frowned. "Yes, I remember having to abort the the Battle Fever program at the behest of the U.N. and then the gaijin stole it. At least they haven't been able to replicate our success as far as we know."

"The next two on the list are a bit of a package deal," Ikeda said as he tossed a pair of manilla folders on the table, "Hiro Takachiho, and Baymax. Hiro Takachiho is a genius child prodigy and son of nw deceased industrialist Tomeo Takachiho. When his father died Hiro built Baymax a bodyguard. I believe he called the thing a robotic synthformer. Obviously Baymax is the one we really want as he is durable and capable in combat, but we won't be getting him without putting Hiro on the team and the boy's obvious genius could prove useful."

Emperor Hirohito nodded. "So far I see no problem with these choices."

"Next on the list is Aiko Miyazki, a Naichō agent of some skill; her codename is Honey Lemon. She carries a bag that she calls her Power Purse, it's origin is unknown, but it seems to be able to connect to another dimension, allowing her to pull items from seemingly out of nowhere."

"I see no issue with this appointment." The Emperor said as he looked over the file.

"The next one is fairly well-known, Shiro Yoshida, also known as Sunfire. I trust I don't need to tell you about this one Your Majesty." Ikeda said.

"Of course not, Sunfire is Japan's most popular powered hero. His Mutant powers will prove very useful and we know he is loyal to his nation." Hirohito said.

"The final member of Big Hero 6 will be Otomo. He's the child of a scientist who was trying to replicate the America's Super Soldier Serum. He tested the serum on himself to no immediate result. His son however exhibited super strength durability, and flight." The Prime Minister said.

The Emperor nodded slowly. "Yes, I remember being informed of this young man. Didn't the powers have an adverse effect on him. I believe he was dying."

"We have been able to synthesize a drug to counteract this, getting Otomo to join the team should be the easiest of all. We simply supply him with the drug so long as he does what we want." Ikeda said.

"Very well, you have my permission to form Big Hero 6 with the proposed roster." Hirohito said.


End file.
